10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 26, 2015

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________ to ________.

Commission file number 1-34192

MAXIM INTEGRATED PRODUCTS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware  (State or Other Jurisdiction of Incorporation or Organization) 94-2896096 (I.R.S. Employer I. D. No.)

160 Rio Robles

San Jose, California 95134

(Address of Principal Executive Offices including Zip Code)

(408) 601-1000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES [x] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [x] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller” reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [x] Accelerated filer [ ] Non-accelerated filer [ ]
(Do not check if a smaller reporting company) Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). (Check one):

YES [ ] NO [x]

As of January 15, 2016 there were 286,398,344 shares of Common Stock, par value $.001 per share, of the registrant outstanding.

MAXIM INTEGRATED PRODUCTS, INC.

INDEX

PART I - FINANCIAL INFORMATION	Page
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets as of December 26, 2015 and June 27, 2015	3
Condensed Consolidated Statements of Income for the Three and Six Months Ended December 26, 2015 and December 27, 2014	4
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 26, 2015 and December 27, 2014	5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 26, 2015 and December 27, 2014	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures About Market Risk	32
Item 4. Controls and Procedures	32
PART II - OTHER INFORMATION	34
Item 1. Legal Proceedings	34
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3. Defaults Upon Senior Securities	34
Item 4. Mine Safety Disclosures	34
Item 5. Other Information	34
Item 6. Exhibits	35
SIGNATURES	36

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 26, 2015			June 27, 2015
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,648,518		$	1,550,965
Short-term investments	124,955			75,154
Total cash, cash equivalents and short-term investments	1,773,473			1,626,119
Accounts receivable, net	231,180			278,844
Inventories	274,741			288,474
Deferred tax assets	—			77,306
Other current assets	47,235			49,838
Total current assets	2,326,629			2,320,581
Property, plant and equipment, net	770,548			1,090,739
Intangible assets, net	202,877			261,652
Goodwill	490,648			511,647
Other assets	64,105			35,557
Assets held for sale	82,674			8,208
TOTAL ASSETS	$	3,937,481		$	4,228,384
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	74,145		$	88,322
Income taxes payable	32,528			34,779
Accrued salary and related expenses	129,208			181,360
Accrued expenses	47,303			48,389
Deferred revenue on shipments to distributors	32,067			30,327
Total current liabilities	315,251			383,177
Long-term debt	1,000,000			1,000,000
Income taxes payable	419,881			410,378
Deferred tax liabilities	651			90,588
Other liabilities	52,874			54,221
Total liabilities	1,788,657			1,938,364
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock and capital in excess of par value	63,014			28,142
Retained earnings	2,103,339			2,279,112
Accumulated other comprehensive loss	(17,529		)	(17,234		)
Total stockholders’ equity	2,148,824			2,290,020
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	3,937,481		$	4,228,384

See accompanying Notes to Condensed Consolidated Financial Statements.

3

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	December 26, 2015			December 27, 2014			December 26, 2015			December 27, 2014
	(in thousands, except per share data)
Net revenues	$	510,831		$	566,809		$	1,073,341		$	1,147,084
Cost of goods sold	218,662			252,732			494,821			494,186
Gross margin	292,169			314,077			578,520			652,898
Operating expenses:
Research and development	113,100			135,945			234,492			276,307
Selling, general and administrative	73,643			79,778			145,638			159,767
Intangible asset amortization	3,538			4,155			7,129			8,482
Impairment of long-lived assets	1,950			50,745			159,647			60,971
Impairment of goodwill and intangible assets	—			93,010			—			93,010
Severance and restructuring expenses	10,652			13,635			17,778			15,020
Other operating expenses (income), net	(247		)	885			68			2,459
Total operating expenses	202,636			378,153			564,752			616,016
Operating income (loss)	89,533			(64,076		)	13,768			36,882
Interest and other income (expense), net	(9,593		)	(7,599		)	(15,995		)	(14,076		)
Income (loss) before provision for income taxes	79,940			(71,675		)	(2,227		)	22,806
Income tax provision (benefit)	12,471			359			2,447			(5,140		)
Net income (loss)	$	67,469		$	(72,034	)	$	(4,674	)	$	27,946
Earnings (loss) per share:
Basic	$	0.24		$	(0.25	)	$	(0.02	)	$	0.10
Diluted	$	0.23		$	(0.25	)	$	(0.02	)	$	0.10
Shares used in the calculation of earnings (loss) per share:
Basic	285,526			282,992			285,057			283,539
Diluted	290,521			282,992			285,057			288,876
Dividends declared and paid per share	$	0.30		$	0.28		$	0.60		$	0.56

See accompanying Notes to Condensed Consolidated Financial Statements.

4

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	December 26, 2015			December 27, 2014			December 26, 2015			December 27, 2014
	(in thousands)
Net income (loss)	$	67,469		$	(72,034	)	$	(4,674	)	$	27,946
Other comprehensive income (loss), net of tax:
Change in net unrealized gains and losses on available-for-sale securities, net of tax benefit (expense) of $0	(359		)	(83		)	(283		)	(108		)
Change in net unrealized gains and losses on cash flow hedges, net of tax benefit (expense) of $(22), $(89), $170 and $381, respectively	258			472			(356		)	(1,103		)
Change in net unrealized gains and losses on post-retirement benefits, net of tax benefit (expense) of $(81), $(121), $(161) and $(242), respectively	172			238			344			477
Tax effect of the unrealized exchange gains and losses on long-term intercompany receivables	—			(92		)	—			(632		)
Other comprehensive income (loss), net	71			535			(295		)	(1,366		)
Total comprehensive income (loss)	$	67,540		$	(71,499	)	$	(4,969	)	$	26,580

See accompanying Notes to Condensed Consolidated Financial Statements.

5

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	December 26, 2015			December 27, 2014
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$	(4,674	)	$	27,946
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation	35,382			43,196
Depreciation and amortization	151,135			135,318
Deferred taxes	(34,295		)	(24,642		)
Loss (gain) from sale of property, plant and equipment	(5,863		)	2,088
Tax benefit related to stock-based compensation	3,173			1,381
Impairment of long-lived assets	159,647			60,971
Impairment of goodwill and intangible assets	—			93,010
Excess tax benefit from stock-based compensation	(6,169		)	(4,180		)
Changes in assets and liabilities:
Accounts receivable	47,664			37,322
Inventories	13,644			(17,136		)
Other current assets	3,878			(23,965		)
Accounts payable	(17,435		)	(7,552		)
Income taxes payable	7,252			546
Deferred revenue on shipments to distributors	1,740			1,369
All other accrued liabilities	(55,251		)	(35,820		)
Net cash provided by (used in) operating activities	299,828			289,852
Cash flows from investing activities:
Purchase of property, plant and equipment	(29,351		)	(50,271		)
Proceeds from sale of property, plant and equipment	50,315			24,679
Purchases of available-for-sale securities	(50,087		)	(25,142		)
Purchases of privately-held companies' securities	(7,008		)	—
Other investing activities	2,380			—
Net cash provided by (used in) investing activities	(33,751		)	(50,734		)
Cash flows from financing activities:
Excess tax benefit from stock-based compensation	6,169			4,180
Repayment of notes payable	—			(437		)
Net issuance of restricted stock units	(12,544		)	(14,860		)
Proceeds from stock options exercised	57,447			18,027
Issuance of common stock under employee stock purchase program	14,350			18,653
Repurchase of common stock	(62,847		)	(122,351		)
Dividends paid	(171,099		)	(158,932		)
Net cash provided by (used in) financing activities	(168,524		)	(255,720		)
Net increase (decrease) in cash and cash equivalents	97,553			(16,602		)
Cash and cash equivalents:
Beginning of period	1,550,965			1,322,472
End of period	$	1,648,518		$	1,305,870
Supplemental disclosures of cash flow information:
Cash paid net during the period for income taxes	$	24,520		$	21,283
Cash paid for interest	$	14,693		$	14,712
Noncash financing and investing activities:
Accounts payable related to property, plant and equipment purchases	$	8,179		$	2,476

See accompanying Notes to Condensed Consolidated Financial Statements.

6

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Maxim Integrated Products, Inc. and all of its majority-owned subsidiaries (collectively, the “Company” or “Maxim Integrated”) included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America (“GAAP”) have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments of a normal recurring nature which were considered necessary for fair presentation have been included. The year-end condensed consolidated balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by GAAP. The results of operations for the six months ended December 26, 2015 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 27, 2015.

The Company has a 52-to-53-week fiscal year that ends on the last Saturday in June. Accordingly, every fifth or sixth fiscal year will be a 53-week fiscal year. Fiscal year 2015 was a 52-week fiscal years and fiscal year 2016 will also be a 52-week fiscal year.

NOTE 2: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

(i) New Accounting Updates Recently Adopted

In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU No. 2014-08 redefines discontinued operations as disposals representing a strategic shift in operations and having a major effect on the organization’s operations and financial results. The Company early adopted this accounting standard update in the fourth quarter of fiscal year 2015.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. Instead, entities will be required to classify all deferred tax assets and liabilities as noncurrent. The Company early adopted this accounting standard update, on a prospective basis, at the beginning of the second quarter of fiscal year 2016. All deferred tax assets and liabilities as of December 26, 2015, have been classified as noncurrent in the accompanying Condensed Consolidated Balance Sheets and the notes thereto. The adoption at the beginning of the quarter resulted in a $50.6 million decrease in current deferred tax assets, a $40.7 million increase in other assets and a $9.9 million decrease to non-current deferred tax liabilities. No prior periods were retrospectively adjusted.

(ii) Recent Accounting Updates Not Yet Effective

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 uses a five-step model to determine revenue recognition in contracts with customers. The Company is currently evaluating the potential impact of this standard on its financial statements. ASU No. 2014-09 is effective for the Company in the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU No. 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU No. 2014-09. Early adoption in the first quarter of fiscal year 2018 is permitted.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest. ASU No. 2015-03 changes the presentation of debt issuance costs in financial statements. Under the new guidance, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. This guidance is effective beginning in the first quarter of fiscal year 2017 and early adoption is permitted in an interim period with any adjustments reflected as of the beginning of the fiscal year that includes that interim period. The company does not believe the guidance will result in a material impact to its consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value.  ASU No. 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance must be applied on a prospective basis and is effective for

7

the Company in the first quarter of fiscal year 2017, with early adoption permitted. The Company does not believe the implementation of this standard will result in a material impact to its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities.  This ASU will be effective for the Company beginning in the first quarter of fiscal year 2019.  The Company is evaluating the effects of the adoption of this ASU to its financial statements.

NOTE 3: BALANCE SHEET COMPONENTS

Accounts receivable, net consists of:

	December 26, 2015			June 27, 2015
Accounts Receivable:	(in thousands)
Accounts receivable	$	247,468		$	297,130
Returns and allowances	(16,288		)	(18,286		)
	$	231,180		$	278,844

Inventories consist of:

	December 26, 2015		June 27, 2015
Inventories:	(in thousands)
Raw materials	$	12,611	$	12,932
Work-in-process	178,650		199,716
Finished goods	83,480		75,826
	$	274,741	$	288,474

Property, plant and equipment, net consists of:

	December 26, 2015			June 27, 2015
Property, plant and equipment:	(in thousands)
Land	$	24,631		$	45,040
Buildings and building improvements	275,823			338,394
Machinery and equipment	1,431,786			1,970,819
	1,732,240			2,354,253
Less: accumulated depreciation and amortization	(961,692		)	(1,263,514		)
	$	770,548		$	1,090,739

Other assets consist of:

	December 26, 2015		June 27, 2015
Other assets:	(in thousands)
Licenses	9,002		8,665
Deferred taxes	23,120		1,447
Other	31,983		25,445
	$	64,105	$	35,557

8

Assets held for sale consist of:

As of December 26, 2015, assets held for sale primarily consist of land, building and equipment for the Company's wafer manufacturing facility in San Antonio, classified as held for sale during the first quarter of fiscal 2016. In addition, assets held for sale consist of goodwill, intangible assets and equipment of certain business units classified as held for sale during the second quarter of fiscal 2016.

As of June 27, 2015, assets held for sale consisted of land and buildings related to the Company's manufacturing facility in Batangas, the Philippines. This facility was sold in the second quarter of fiscal 2016.

	December 26, 2015		June 27, 2015
Assets held for sale:	(in thousands)
Property, plant and equipment, less accumulated depreciation	$	41,402	$	8,208
Goodwill	20,999		—
Identifiable intangible assets, less accumulated amortization	20,273		—
	$	82,674	$	8,208

Accrued salary and related expenses consist of:

	December 26, 2015		June 27, 2015
Accrued salary and related expenses:	(in thousands)
Accrued vacation	$	35,033	$	36,906
Accrued bonus	41,691		86,506
Accrued severance and post-employment benefits	19,933		25,136
Accrued salaries	15,511		16,572
Accrued fringe	6,106		6,007
Other	10,934		10,233
	129,208		$	181,360

Accrued expenses consist of:

	December 26, 2015		June 27, 2015
Accrued expenses:	(in thousands)
Accrued self-insurance	$	9,040	$	10,882
Accrued contract settlement	10,691		10,691
Accrued interest	6,660		6,660
Other	20,912		20,156
	$	47,303	$	48,389

NOTE 4: FAIR VALUE MEASUREMENTS

The FASB established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs that may be used to measure fair value are as follows:

Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities.

The Company’s Level 1 assets consist of money market funds.

9

Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

The Company’s Level 2 assets and liabilities consist of U.S. treasury bills and foreign currency forward contracts that are valued using quoted market prices or are determined using a yield curve model based on current market rates. As a result, the Company has classified these investments as Level 2 in the fair value hierarchy.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company did not hold any Level 3 assets or liabilities as of December 26, 2015 and June 27, 2015.

Assets and liabilities measured at fair value on a recurring basis were as follows:

	As of December 26, 2015								As of June 27, 2015
	Fair Value  Measurements Using						Total Balance		Fair Value  Measurements Using						Total Balance
	Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
	(in thousands)
Assets
Money market funds (1)	$	1,230,289	$	—	$	—	$	1,230,289	$	1,156,239	$	—	$	—	$	1,156,239
U.S. treasury bills (2)	—		124,955		—		124,955		—		75,154		—		75,154
Foreign currency forward contracts (3)	—		226		—		226		—		679		—		679
Total Assets	$	1,230,289	$	125,181	$	—	$	1,355,470	$	1,156,239	$	75,833	$	—	$	1,232,072
Liabilities
Foreign currency forward contracts (4)	$	—	$	674	$	—	$	674	$	—	$	613	$	—	$	613
Total Liabilities	$	—	$	674	$	—	$	674	$	—	$	613	$	—	$	613

(1) Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets.

(2) Included in Short-term investments in the accompanying Condensed Consolidated Balance Sheets.

(3) Included in Other current assets in the accompanying Condensed Consolidated Balance Sheets.

(4) Included in Accrued expenses in the accompanying Condensed Consolidated Balance Sheets.

The tables below present reconciliations for liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended December 26, 2015 and December 27, 2014:

Fair Value Measured and Recorded Using Significant Unobservable Inputs (Level 3)
	December 26, 2015		December 27, 2014
Contingent Consideration	(in thousands)
Beginning balance	$	—	$	3,215
Total gains or losses (realized and unrealized):
Included in earnings	—		384
Payments	—		(3,599		)
Ending balance	$	—	$	—
Changes in unrealized losses (gains) included in earnings related to liabilities still held as of period end	$	—	$	—

10

During the six months ended December 26, 2015 and December 27, 2014, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

There were no assets or liabilities measured at fair value on a non-recurring basis as of December 26, 2015 and June 27, 2015 other than impairments of Long-Lived assets. For details, please refer to Note 14: “Impairment of long-lived assets”.

NOTE 5: FINANCIAL INSTRUMENTS

Short-term investments

Fair values were as follows:

	December 26, 2015								June 27, 2015
	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
U.S. Treasury notes	$	125,105	$	—	$	150	$	124,955	$	75,022	$	132	$	—	$	75,154
Total available-for-sale investments	$	125,105	$	—	$	150	$	124,955	$	75,022	$	132	$	—	$	75,154

In the six months ended December 26, 2015 and the year ended June 27, 2015, the Company did not recognize any impairment charges on short-term investments. The U.S. Treasury notes have maturity dates between May 15, 2016 and December 15, 2017.

Derivative instruments and hedging activities

The Company incurs expenditures denominated in non-U.S. currencies, primarily the Philippine Peso and the Thai Baht associated with the Company's manufacturing activities in the Philippines and Thailand, respectively, and European Union Euro, South Korean Won, and Japanese Yen expenditures for sales offices and research and development activities undertaken outside of the U.S.

The Company has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. The Company does not use these foreign currency forward contracts for trading purposes.

Derivatives designated as cash flow hedging instruments

The Company designates certain forward contracts as hedging instruments pursuant to Accounting Standards Codification (“ASC”) No. 815-Derivatives and Hedging (“ASC 815”). As of December 26, 2015 and June 27, 2015, the notional amounts of the forward contracts the Company held to purchase international currencies were $44.0 million and $54.2 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were $2.7 million and $3.7 million, respectively.

Derivatives not designated as hedging instruments

As of December 26, 2015 and June 27, 2015, the notional amounts of the forward contracts the Company held to purchase international currencies were $23.8 million and $31.1 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were $24.1 million and $28.2 million, respectively. The fair values of our outstanding foreign currency forward contracts and amounts included in the Condensed Consolidated Statement of Income were not material for the six months ended December 26, 2015 and the year ended June 27, 2015.

11

Long-term debt

The following table summarizes the Company’s long-term debt:

	December 26, 2015		June 27, 2015
	(in thousands)
2.5% fixed rate notes due November 2018	$	500,000	$	500,000
3.375% fixed rate notes due March 2023	500,000		500,000
Notes denominated in Euro
Term fixed rate notes (2.0%) due on September 30, 2015	—		1,024
Total	1,000,000		1,001,024
Less: Current portion (included in “Accrued expenses”)	—		(1,024		)
Total long-term debt	$	1,000,000	$	1,000,000

On November 21, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 2.5% coupon senior unsecured and unsubordinated notes due in November 2018 (“2018 Notes”), with an effective interest rate of 2.6%. Interest on the 2018 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2014. The net proceeds of this offering were approximately $494.5 million, after issuing at a discount and deducting paid expenses.

On March 18, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 3.375% senior unsecured and unsubordinated notes due in March 2023 (“2023 Notes”), with an effective interest rate of 3.5%. Interest on the 2023 Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The net proceeds of this offering were approximately $490.0 million, after issuing at a discount and deducting paid expenses.

The Company accounts for all the notes above based on their amortized cost. The discount and expenses are being amortized to Interest and other income (expense), net in the Condensed Consolidated Statements of Income over the life of the notes. The interest expense is recorded in Interest and other income (expense), net in the Condensed Consolidated Statements of Income. Amortized discount and expenses, as well as interest expense associated with the notes was $8.2 million and $8.0 million during the three months ended December 26, 2015 and December 27, 2014, respectively.

The estimated fair value of the Company’s debt was approximately $995 million as of December 26, 2015. The estimated fair value of the debt is based primarily on observable market inputs and is a Level 2 measurement.

Credit Facility

The Company has access to a $350 million senior unsecured revolving credit facility with certain institutional lenders that expires on June 27, 2019. The facility fee is at a rate per annum that varies based on the Company’s index debt rating and any advances under the credit agreement will accrue interest at a base rate plus a margin based on the Company’s index debt rating. The credit agreement requires the Company to comply with certain covenants, including a requirement that the Company maintain a ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization) of not more than 3to 1 and a minimum interest coverage ratio (EBITDA divided by interest expense) greater than 3.5 to 1. As of December 26, 2015, the Company had not borrowed any amounts from this credit facility and was in compliance with all debt covenants.

Other Financial Instruments

For the balance of the Company’s financial instruments, cash equivalents, accounts receivable, accounts payable and other accrued liabilities, the carrying amounts approximate fair value due to their short maturities.

NOTE 6: STOCK-BASED COMPENSATION

At December 26, 2015, the Company had one stock incentive plan, the Company's Amended and Restated 1996 Stock Incentive Plan (the “1996 Plan”) and one employee stock purchase plan, the 2008 Employee Stock Purchase Plan (the “2008 ESP Plan”). The 1996 Plan was adopted by the Board of Directors to provide the grant of stock options, restricted stock units (“RSUs”), and restricted stock and performance shares, including market stock units (“MSUs”) to employees, directors, and consultants.

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Pursuant to the 1996 Plan, the exercise price for all stock options is determined to be the fair market value of the underlying shares on the date of grant. Options typically vest ratably over a four-year period measured from the date of grant. Stock options expire no later than ten years after the date of grant, subject to earlier termination upon an optionee's cessation of employment or service.

RSUs granted to employees typically vest ratably over a four-year period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period.

MSUs granted to employees have a four-year measurement period and are converted into shares of the Company's common stock at the end of the measurement period and upon vesting, subject to the employee's continued service to the Company over that period. The number of shares that are released at the end of the performance period can range from zero to a maximum cap of two hundred percent (200%) of target depending on the Company's performance in comparison to the Semiconductor Exchange Traded Fund index, (the “XSD”). The performance metrics of this program are based on relative performance of the Company’s stock price as compared to the XSD during the measurement period.

The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three and six months ended December 26, 2015 and December 27, 2014, respectively:

	Three Months Ended
	December 26, 2015								December 27, 2014
	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	$	279	$	1,970	$	621	$	2,870	$	362	$	2,076	$	550	$	2,988
Research and development	843		7,210		1,085		9,138		1,587		8,415		1,219		11,221
Selling, general and administrative	802		5,138		471		6,411		1,029		5,038		500		6,567
Pre-tax stock-based compensation expense	$	1,924	$	14,318	$	2,177	$	18,419	$	2,978	$	15,529	$	2,269	$	20,776
Less: income tax effect							3,295								3,365
Net stock-based compensation expense							$	15,124							$	17,411

	Six Months Ended
	December 26, 2015								December 27, 2014
	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	$	614	3,958		1,180		$	5,752	$	701	$	4,050	$	1,074	$	5,825
Research and development	1,713		13,084		2,382		17,179		3,734		17,247		2,562		23,543
Selling, general and administrative	1,620		9,764		1,067		12,451		2,458		10,262		1,108		13,828
Pre-tax stock-based compensation expense	$	3,947	$	26,806	$	4,629	$	35,382	$	6,893	$	31,559	$	4,744	$	43,196
Less: income tax effect							6,057								6,637
Net stock-based compensation expense							$	29,325							$	36,559

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The expenses included in the Condensed Consolidated Statements of Income related to RSUs include expenses related to MSUs of $0.8 million and $0.6 million for the three months ended December 26, 2015 and December 27, 2014, respectively and $1.3 million and $0.9 million for the six months ended December 26, 2015 and December 27, 2014, respectively.

Stock Options

The fair value of options granted to employees under the 1996 Plan is estimated on the date of grant using the Black-Scholes option valuation model.

Expected volatilities are based on the historical volatilities from the Company’s traded common stock over a period equal to the expected term. The Company is utilizing the simplified method to estimate expected holding periods. The risk-free interest rate is based on the U.S. Treasury yield. The Company determines the dividend yield by dividing the annualized dividends per share by the prior quarter’s average stock price. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.

The fair value of options granted to employees has been estimated using the following weighted-average assumptions:

	Stock Options
	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
Expected holding period (in years)	0.0		5.0		0.0		4.8
Risk-free interest rate	—	%	1.7	%	—	%	1.6	%
Expected stock price volatility	—	%	26.8	%	—	%	26.7	%
Dividend yield	—	%	3.5	%	—	%	3.2	%

There were no stock options granted in the three and six months ended December 26, 2015. The weighted-average fair value of stock options granted was $4.79 and $5.56 per share for the three and six months ended December 27, 2014, respectively.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of December 26, 2015 and their activity for the six months ended December 26, 2015:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 27, 2015	10,173,016		$	25.83
Options Granted	—		—
Options Exercised	(2,198,354	)	26.25
Options Cancelled	(689,633	)	33.47
Balance at December 26, 2015	7,285,029		$	24.98	3.3	$	98,360,731
Exercisable, December 26, 2015	3,547,516		$	21.89	2.2	$	58,325,173
Vested and expected to vest, December 26, 2015	7,092,264		$	24.86	3.2	$	95,523,711

(1) Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on December 24, 2015, 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 December 26, 2015.

As of December 26, 2015, there was $11.5 million of total unrecognized stock compensation cost related to 3.7 million unvested stock options, which is expected to be recognized over a weighted average period of approximately 2.2 years.

Restricted Stock Units and Other Awards

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The fair value of RSUs and other awards under the Company’s 1996 Plan is estimated using the value of the Company’s common stock on the date of grant, reduced by the present value of dividends expected to be paid on the Company’s common stock prior to vesting. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.

The weighted-average fair value of RSUs and other awards granted was $36.14 and $27.24 per share for the three months ended December 26, 2015 and December 27, 2014, respectively.

The weighted-average fair value of RSUs and other awards granted was $28.70 and $27.18 per share for the six months ended December 26, 2015 and December 27, 2014, respectively.

The following table summarizes the outstanding and expected to vest RSUs and other awards as of December 26, 2015 and their activity during the six months ended December 26, 2015:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 27, 2015	7,129,985
Restricted stock units and other awards granted	2,303,680
Restricted stock units and other awards released	(1,005,291	)
Restricted stock units and other awards cancelled	(754,853	)
Balance at December 26, 2015	7,673,521		2.9	$	293,743,258
Outstanding and expected to vest, December 26, 2015	6,546,450		2.8	$	248,084,773

(1) Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on December 24, 2015, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of December 26, 2015.

The Company withheld shares totaling $7.7 million and $12.5 million in value as a result of employee withholding taxes based on the value of the RSUs on their vesting date for the three and six months ended December 26, 2015, respectively. The total payments for the employees’ tax obligations to the taxing authorities are reflected as financing activities within the Condensed Consolidated Statements of Cash Flows.

As of December 26, 2015, there was $152.9 million of unrecognized compensation expense related to 7.7 million unvested RSUs and other awards, which is expected to be recognized over a weighted average period of approximately 2.9 years.

Market Stock Units

The Company granted MSUs to senior members of management in September 2014 and September 2015. The grant of MSUs was in lieu of granting stock options. MSUs are valued based on the relative performance of the Company’s stock price as compared to the XSD. The fair value of MSUs is estimated using a Monte Carlo simulation model on the date of grant. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis. Compensation expense is recognized based on the initial valuation and is not subsequently adjusted as a result of the Company’s performance relative to that of the XSD index. Vesting for MSUs is contingent upon both service and market conditions, which is over a four-year period.

There were no MSUs granted for the three months ended December 26, 2015 and December 27, 2014.

The weighted-average fair value of MSUs granted was $29.64 and $15.64 per share for the six months ended December 26, 2015 and December 27, 2014, respectively.

The following table summarizes the number of MSUs outstanding and expected to vest as of December 26, 2015 and their activity during the six months ended December 26, 2015:

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	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 27, 2015	414,840
Market stock units granted	361,684
Market stock units released	—
Market stock units cancelled	(76,560	)
Balance at December 26, 2015	699,964		3.4	$	26,829,620
Outstanding and expected to vest, December 26, 2015	566,843		3.4	$	21,727,097

(1) Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on December 24, 2015, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of December 26, 2015.

As of December 26, 2015, there was $13.9 million of unrecognized compensation expense related to 0.7 million unvested MSUs, which is expected to be recognized over a weighted average period of approximately 3.4 years.

Employee Stock Purchase Plan

Employees are granted rights to acquire common stock under the Company’s 2008 Employee Stock Purchase Plan (the “ESPP”).

The fair value of ESPP granted to employees has been estimated at the date of grant using the Black-Scholes option valuation model and the following weighted-average assumptions:

	ESPP
	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
Expected holding period (in years)	0.5		0.5		0.5		0.5
Risk-free interest rate	0.4	%	0.1	%	0.4	%	0.1	%
Expected stock price volatility	33.1	%	26.4	%	33.1	%	26.4	%
Dividend yield	3.6	%	3.5	%	3.6	%	3.5	%

As of December 26, 2015 and December 27, 2014, there was $7.5 million and $7.7 million, respectively, of unrecognized compensation expense related to the ESPP.

NOTE 7: EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share are computed using the weighted average number of shares of common stock outstanding during the period. For purposes of computing basic earnings (loss) per share, the weighted average number of outstanding shares of common stock excludes unvested RSUs, including MSUs. Diluted earnings (loss) per share incorporates the incremental shares issuable upon the assumed exercise of stock options, assumed release of unvested RSUs, Performance Shares, including MSUs and assumed issuance of common stock under the employee stock purchase plans using the treasury stock method.

The following table sets forth the computation of basic and diluted earnings (loss) per share:

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	Three Months Ended					Six Months Ended
	December 26, 2015		December 27, 2014			December 26, 2015			December 27, 2014
	(in thousands, except per share data)
Numerator for basic earnings (loss) per share and diluted earnings (loss) per share
Net income (loss)	$	67,469	$	(72,034	)	$	(4,674	)	$	27,946
Denominator for basic earnings (loss) per share	285,526		282,992			285,057			283,539
Effect of dilutive securities:
Stock options, ESPP, RSUs, and MSUs	4,995		—			—			5,337
Denominator for diluted earnings (loss) per share	290,521		282,992			285,057			288,876
Earnings (loss) per share
Basic	$	0.24	$	(0.25	)	$	(0.02	)	$	0.10
Diluted	$	0.23	$	(0.25	)	$	(0.02	)	$	0.10

The Company had a net loss for the three months ended December 27, 2014, accordingly all incremental shares totaling 5.8 million shares were determined to be anti-dilutive. The Company had a net loss for the six months ended December 26, 2015, accordingly all incremental shares totaling 5.6 million shares were determined to be anti-dilutive.

Approximately 0.1 million stock options were excluded from the calculation of diluted earnings per share for the three months ended December 26, 2015. Approximately 5.9 million stock options were excluded from the calculation of diluted earnings per share for the six months ended December 27, 2014. These options were excluded because they were determined to be anti-dilutive. However, such options could be dilutive in the future and, under those circumstances, would be included in the calculation of diluted earnings per share.

NOTE 8: SEGMENT INFORMATION

The Company designs, develops, manufactures and markets a broad range of linear and mixed signal integrated circuits.

Prior to the Company's reorganization which occurred in the fourth quarter of fiscal 2015, the Company had three operating segments that the Company aggregated into one reportable segment as the Company concluded the three operating segments shared similar economic and qualitative characteristics. The Company’s reorganization resulted in the consolidation of the management of the Research and Development (“R&D”) and Sales functions under one executive who reports to the Company's Chief Executive Officer (the “CEO”). Previously R&D was managed by three executives who reported to the Company's CEO and Sales was managed by one executive who reported to the Company's CEO. As a result of this reorganization, all of the Company's products are designed through a centralized R&D function, and continue to be manufactured using centralized manufacturing (internal and external), and sold through a centralized sales force and shared wholesale distributors. Through the consolidation of management of the R&D and Sales functions this reorganization is intended to allow for faster investment decisions, improved R&D efficiency, and facilitate stronger collaborations between internal organizations to increase productivity, improve customer satisfaction, and drive revenue growth.

The Company currently has one operating segment. In accordance with ASC No. 280, Segment Reporting (“ASC 280”), the Company considers operating segments to be components of the Company’s business for which separate financial information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker in deciding how to allocate resources and in assessing performance. The Chief Operating Decision Maker for the Company was assessed and determined to be the CEO. The CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment.

Enterprise-wide information is provided in accordance with ASC 280. Geographical revenue information is based on customers’ ship-to location. Long-lived assets consist of property, plant and equipment. Property, plant and equipment information is based on the physical location of the assets at the end of each fiscal year.

Net revenues by geographic region was as follows:

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	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
	(in thousands)
United States	$	61,633	$	70,336	$	123,693	$	144,931
China	197,420		242,303		421,657		482,320
Rest of Asia	153,203		155,388		323,137		320,820
Europe	85,951		80,992		177,854		164,957
Rest of World	12,624		17,790		27,000		34,056
	$	510,831	$	566,809	$	1,073,341	$	1,147,084

Net long-lived assets by geographic region were as follows:

	December 26, 2015		June 27, 2015
	(in thousands)
United States	$	455,051	$	783,148
Philippines	181,140		166,405
Thailand	52,175		56,776
Rest of World	82,182		84,410
	$	770,548	$	1,090,739

NOTE 9: COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive loss by component and related tax effects in the six months ended December 26, 2015 and December 27, 2014 were as follows:

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities			Total
June 27, 2015	$	(6,280	)	$	(10,004	)	$	(1,136	)	$	53		$	133		$	(17,234	)
Other comprehensive income (loss) before reclassifications	—			—			—			(941		)	(283		)	(1,224		)
Amounts reclassified out of accumulated other comprehensive loss (income)	—			505			—			415			—			920
Tax effects	—			(161		)	—			170			—			9
Other comprehensive income (loss)	—			344			—			(356		)	(283		)	(295		)
December 26, 2015	$	(6,280	)	$	(9,660	)	$	(1,136	)	$	(303	)	$	(150	)	$	(17,529	)

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(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities			Total
June 28, 2014	$	(5,753	)	$	(10,373	)	$	(1,136	)	$	(11	)	$	100		$	(17,173	)
Other comprehensive income (loss) before reclassifications	(116		)	—			—			(1,917		)	(108		)	(2,141		)
Amounts reclassified out of accumulated other comprehensive loss (income)	—			719			—			433			—			1,152
Tax effects	(516		)	(242		)	—			381			—			(377		)
Other comprehensive income (loss)	(632		)	477			—			(1,103		)	(108		)	(1,366		)
December 27, 2014	$	(6,385	)	$	(9,896	)	$	(1,136	)	$	(1,114	)	$	(8	)	$	(18,539	)

NOTE 10: INCOME TAXES

In the three and six months ended December 26, 2015, the Company recorded an income tax provision (benefit) of $12.5 million and $2.4 million, respectively compared to $0.4 million and $(5.1) million in the three and six months ended December 27, 2014, respectively. The Company’s effective tax rate for the three and six months ended December 26, 2015 was 15.6% and (109.9)%, respectively, compared to (0.5)% and (22.5)% for the three and six months ended December 27, 2014, respectively.

The Company’s federal statutory tax rate is 35%. The Company’s effective tax rate for the three months ended December 26, 2015 was lower than the statutory rate primarily because earnings of foreign subsidiaries, generated primarily by the Company's international operations managed in Ireland, were taxed at lower rates and a $2.5 million discrete benefit for fiscal year 2015 research tax credits that were generated by the extension, retroactive to January 1, 2015, of the federal research tax credit by legislation that was signed into law on December 18, 2015, partially offset by stock-based compensation for which no tax benefit is expected.

The Company’s effective tax rate for the six months ended December 26, 2015 was higher than the statutory tax rate primarily because of $3.8 million of discrete interest accruals for unrecognized tax benefits and a $1.0 million discrete charge for prior year unrecognized tax benefits, partially offset by a $2.5 million discrete benefit for fiscal year 2015 research tax credits that were generated by the extension, retroactive to January 1, 2015, of the federal research tax credit by legislation that was signed into law on December 18, 2015.

The Company's effective tax rate for the three months ended December 27, 2014 was higher than the statutory rate primarily because of a $84.1 million discrete goodwill impairment charge that generated no tax benefit and stock-based compensation for which no tax benefit is expected, partially offset by earnings of foreign subsidiaries, generated primarily by the Company's international operations managed in Ireland, taxed at lower tax rates and a $2.9 million discrete benefit for fiscal year 2014 research tax credits that were generated by the extension, retroactive to January 1, 2014, of the federal research tax credit by legislation that was signed into law on December 19, 2014.

The Company’s effective tax rate for the six months ended December 27, 2014 was lower than the statutory tax rate primarily because earnings of foreign subsidiaries, generated primarily by the Company's international operations managed in Ireland, were taxed at lower rates, a $2.9 million discrete benefit for fiscal year 2014 research tax credits that were generated by the extension, retroactive to January 1, 2014, of the federal research tax credit by legislation that was signed into law on December 19, 2014 and a $24.8 million discrete benefit for the favorable settlement of a Singapore tax issue in the first quarter of fiscal year 2015, partially offset by an $84.1 million discrete goodwill impairment charge that generated no tax benefit and stock-based compensation for which no tax benefit is expected.

The Company’s federal corporate income tax returns are audited on a recurring basis by the IRS. In fiscal year 2012 the U.S. Internal Revenue Service commenced an audit of the Company’s federal corporate income tax returns for fiscal years 2009 through 2011, which is still ongoing.

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NOTE 11: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is a party or subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to intellectual-property matters. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized or reserved, if any.

Indemnification

The Company indemnifies certain customers, distributors, suppliers and subcontractors for attorney fees and damages and costs awarded against such parties in certain circumstances in which the Company’s products are alleged to infringe third party intellectual property rights, including patents, registered trademarks or copyrights. The terms of the Company’s indemnification obligations are generally perpetual from the effective date of the agreement. In certain cases, there are limits on and exceptions to the Company’s potential liability for indemnification relating to intellectual property infringement claims.

Pursuant to the Company’s charter documents and separate written indemnification agreements, the Company has certain indemnification obligations to its current officers, employees and directors, as well as certain former officers and directors.

Product Warranty

The Company generally warrants its products for one year from the date of shipment against defects in materials, workmanship and material non-conformance to the Company’s specifications. The general warranty policy provides for the repair or replacement of defective products or a credit to the customer’s account. In addition, the Company may consider its relationship with the customer when reviewing product warranty claims. In limited circumstances and for strategic customers in certain unique industries and applications, our product warranty may extend for up to five years, and may also include financial responsibility, such as the payment of monetary compensation to reimburse a customer for its financial losses above and beyond repairing or replacing the product or crediting the customer’s account should the product not meet the Company’s specifications and losses and /or damages resulting from the product.

Accruals are based on specifically identified claims and on the estimated, undiscounted cost of incurred-but-not-reported claims. If there is a material increase in the rate of customer claims compared with our historical experience or if the Company’s estimates of probable losses relating to specifically identified warranty exposures require revision, the Company may record a charge against future cost of sales. Product warranty liability is included within the balance sheet captions “Accrued expenses” and “Other liabilities” in the accompanying Condensed Consolidated Balance Sheets.

The changes in the Company’s aggregate product warranty liabilities for the six months ended December 26, 2015 and December 27, 2014 were as follows:

	Six Months Ended
	December 26, 2015			December 27, 2014
Product warranty liability	(in thousands)
Beginning balance	$	14,329		$	21,296
Accruals for warranties	2,247			1,168
Payments	(5,909		)	(7,113		)
Changes in estimate	873			1,380
Ending balance	$	11,540		$	16,731
Less: Current portion	7,240			8,131
Non-current portion	$	4,300		$	8,600

NOTE 12: COMMON STOCK REPURCHASES

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In July 2013, the Board of Directors authorized the Company to repurchase up to $1 billion of the Company’s common stock from time to time at the discretion of the Company’s management. This stock repurchase authorization has no expiration date. All prior authorizations by the Company’s Board of Directors for the repurchase of common stock were superseded by this authorization.

During the six months ended December 26, 2015, the Company repurchased approximately 1.8 million shares of its common stock for $62.8 million. As of December 26, 2015, the Company had remaining authorization of $503.9 million for future share repurchases. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company’s common stock and general market and business conditions.

NOTE 13: GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company monitors the recoverability of goodwill recorded in connection with acquisitions, by reporting unit, annually, or more often if events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company performed the annual goodwill impairment analysis during the fourth quarter of fiscal year 2015 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value.

During the quarter ended December 27, 2014, goodwill for the Sensing Solutions reporting unit was determined to be impaired and the Company recorded a charge of $84.1 million. The Sensing Solutions reporting unit develops integrated circuits which are primarily sold in the consumer and automotive end customer markets. The impairment was the result of the Company’s decision within the quarter ended December 27, 2014 to exit certain market offerings that have competitive dynamics which are no longer consistent with the Company’s business objectives.

The Company determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for the Sensing Solutions reporting unit. The reporting unit’s carrying value exceeded its estimated fair value and, accordingly, a second phase of the goodwill impairment test (“Step 2”) was performed. Under Step 2, the fair value of all Sensing Solution’s assets and liabilities were estimated, including tangible assets and intangible assets (including existing and in-process technology) for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the carrying value of the goodwill to determine the amount of the impairment.

The Company estimated the fair value of the Sensing Solutions reporting unit using a weighting of fair values derived equally from the income and market approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business’s ability to execute on the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit.

Prior to completing the goodwill impairment test, the Company tested the recoverability of the Sensing Solutions long-lived assets (other than goodwill) and concluded that existing Property, plant and equipment, net was impaired by $45.2 million and IPR&D was impaired by $8.9 million.

No indicators or instances of impairment were identified in the six months ended December 26, 2015.

During the three months ended December 26, 2015, $21.0 million of goodwill was reclassified as held for sale. For details, please refer to Note 3: "Balance sheet components" and Note 14: “Impairment of long-lived assets”.

Intangible Assets

The useful lives of amortizable intangible assets are as follows:

Asset	Life
Intellectual property	1-10 years
Customer relationships	4-10 years
Trade name	3-4 years
Patents	5 years

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Intangible assets consisted of the following:

	December 26, 2015						June 27, 2015
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	347,262	$	234,639	$	112,623	$	435,962	$	276,175	$	159,787
Customer relationships	96,830		69,925		26,905		120,230		82,774		37,456
Trade name	8,500		5,686		2,814		8,500		4,886		3,614
Patents	2,500		1,167		1,333		2,500		907		1,593
Total amortizable purchased intangible assets	455,092		311,417		143,675		567,192		364,742		202,450
IPR&D	59,202		—		59,202		59,202		—		59,202
Total purchased intangible assets	$	514,294	$	311,417	$	202,877	$	626,394	$	364,742	$	261,652

During the three months ended December 26, 2015, $20.3 million of purchased intangible assets, net, was reclassified as held for sale. For details, please refer to Note 3: "Balance sheet components" and Note 14: “Impairment of long-lived assets”.

The following table presents the amortization expense of intangible assets and its presentation in the Condensed Consolidated Statements of Income:

	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
	(in thousands)
Cost of goods sold	$	14,734	$	18,750	$	31,372	$	37,500
Intangible asset amortization	3,538		4,155		7,129		8,482
Total intangible asset amortization expenses	$	18,272	$	22,905	$	38,501	$	45,982

The following table represents the estimated future amortization expense of intangible assets as of December 26, 2015:

Fiscal Year	Amount
	(in thousands)
Remaining six months of 2016	$	28,734
2017	49,091
2018	41,563
2019	13,278
2020	3,358
2021	2,888
Thereafter	4,763
Total intangible assets	$	143,675

NOTE 14: IMPAIRMENT OF LONG-LIVED ASSETS

Fiscal year 2016:

During the first quarter of fiscal year 2016, the Company recorded a $157.7 million impairment of long-lived assets associated with the Company's wafer manufacturing facility in San Antonio, Texas which was classified as held for sale and written down to fair value, less cost to sell. The Company reached its conclusion regarding the asset impairment after conducting an evaluation

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of assets' fair values. The fair value of the land, buildings and equipment was determined after consideration of expected discounted future cash flows attributable to the assets and outside appraisals. The Company signed an agreement with TJ Texas, Inc., a wholly-owned subsidiary of Tower Semiconductor Ltd., for the sale of the semiconductor wafer fabrication facility in San Antonio, Texas on November 18, 2015.

In addition, the San Jose wafer fabrication facility was classified as held for sale during the first quarter of fiscal year 2016, but no impairment charge was recorded as the carrying value of the associated assets approximated the fair value, less cost to sell. The fair value of the land, buildings and equipment was determined after consideration of outside appraisals, quoted market prices of similar equipment and offers received. The Company completed the sale of this facility in the second quarter of fiscal year 2016 for approximately $39.0 million resulting in a gain of $3.8 million.

During the second quarter of fiscal year 2016, the Company classified certain business units, including associated tangible, intangible assets and goodwill, as held for sale but no impairment charge was recorded as the carrying value of each of the business units' associated assets approximates or is less than the fair value, less cost to sell. The fair values of the assets were determined after consideration of offers received. The Company plans on completing these sales during fiscal year 2016.

Fiscal year 2015:

During the three and six months ended December 27, 2014, the Company recorded $50.7 million and $61.0 million, respectively, in impairment of long-lived assets in the Company’s Condensed Consolidated Statements of Income.

The impairment was primarily related to the write down of equipment relating to the Sensing Solutions reporting unit of $45.2 million. The Company reached its conclusion regarding the asset impairment after concluding that the undiscounted cash flows fell below the net book value of the net assets of the Sensing Solutions reporting unit (the asset group). As a result, the Company reduced the assets to their fair value after conducting an evaluation of each asset’s alternative use, the condition of the asset and the current market pricing and demand.

The impairment was also related to used fabrication tools identified by the Company as obsolete in the three months ended December 27, 2014 due to the transition to newer technologies. The Company reached its conclusion regarding the asset impairment after conducting an evaluation of alternative use, the condition of the assets and current market demand.

NOTE 15: RESTRUCTURING ACTIVITIES

Fiscal year 2016:

Summary of Restructuring Plans

The Company has accruals for severance and restructuring payments as well as expected losses relating to lease terminations.

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The Company’s restructuring activities in the six months ended December 26, 2015 were as follows:

	Balance, June 27, 2015		Six Months Ended December 26, 2015								Balance, December 26, 2015		As of December 26, 2015
			Charges		Cash Payments			Change in Estimates					Costs Incurred to Date (4)		Expected Costs to be Incurred
	(in thousands)
San Jose Fab Shutdown
Severance (1)	$	6,725	$	973	$	(5,104	)	$	(553	)	$	2,041	$	7,145	$	—
Accelerated depreciation (2)	—		41,600		—			—			41,600		93,094		—
Total San Jose Fab Shutdown	6,725		42,573		(5,104		)	(553		)	43,641		100,239		—
Other Plans
Severance (1)	11,496		15,940		(16,110		)	586			11,912		46,225		467
Dallas manufacturing facility accelerated depreciation (2)	$	—	$	4,064	$	—		$	—		$	4,064	$	4,064	$	12,191
Lease termination losses and other (3)	3,754		1,743		(253		)	(1,225		)	4,019		8,876		—
Total other plans	15,250		21,747		(16,363		)	(639		)	19,995		59,165		12,658
Total restructuring plans	$	21,975	$	64,320	$	(21,467	)	$	(1,192	)	$	63,636	$	159,404	$	12,658
In Balance Sheets:
Accrued salary and related expenses	$	18,221									$	13,953
Accrued expenses	$	2,004									$	2,410
Other liabilities	$	1,750									$	1,609

(1) Charges and change in estimates are included in Severance and restructuring expenses in the accompanying Condensed Consolidated Statements of Income.

(2) Charges and change in estimates are included in Cost of goods sold in the accompanying Condensed Consolidated Statements of Income.

(3) Charges and change in estimates are included in Severance and restructuring expenses and Other operating expenses (income), net in the accompanying Condensed Consolidated Statements of Income.

(4) Costs incurred to date presents the cumulative costs recorded in fiscal year 2015 and 2016 for the above named restructuring activities.

San Jose Fab Shutdown

In October 2014, the Company initiated a plan to shut down its San Jose wafer fabrication facility. The Company reached the decision that it was not economically feasible to maintain this facility, which is used primarily for fab process development and low volume manufacturing, as the Company intended to utilize other resources to complete such activities in the future. This plan included cash charges related to employee severance and non-cash charges related to accelerated depreciation. This plan has been completed, and the shutdown took place in the second quarter of fiscal year 2016.

During the three and six months ended December 26, 2015, the Company recorded accelerated depreciation charges of $0 and $41.6 million, respectively, in “Cost of goods sold” and $0 and $0.4 million, respectively, in “Severance and restructuring expenses” in the Condensed Consolidated Statements of Income. The sale of the San Jose wafer fabrication facility took place during the second quarter of fiscal year 2016.

Other Plans

During the three and six months ended December 26, 2015, the Company recorded $10.7 million and $17.0 million, respectively, in “Severance and restructuring expenses” in the Condensed Consolidated Statements of Income related to various restructuring plans designed to reduce costs. These charges were associated with continued reorganization of certain business units and functions and the planned closure the Dallas wafer level packaging (“WLP”) manufacturing facilities. Multiple job classifications and locations were impacted by these activities.

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As the Company plans to close its WLP manufacturing facility in Dallas, Texas in fiscal year 2017, the Company recorded accelerated depreciation charges of $2.0 million and $4.1 million during the three and six months ended December 26, 2015, respectively.

The Company also accrues for expected losses relating to lease terminations as a result of plans to consolidate office space. The need for consolidation resulted from acquisition and relocation activities.

Fiscal year 2015:

Severance and restructuring expenses were $13.6 million and $15.0 million for the three and six months ended December 27, 2014.

Change in estimate:

Due to the above mentioned restructuring activities, the Company recorded accelerated depreciation resulting from the change in estimated useful lives of certain long lived assets included in restructuring plans. In all periods that accelerated depreciation expense was recorded, this resulted in additional expense and therefore impacted operating income (loss), net income (loss) and earnings per share as presented in the table below.

	Three Months Ended						Six Months Ended
	December 26, 2015			December 27, 2014			December 26, 2015			December 27 2014
	(in thousands, except per share data)
Operating income (loss), as reported	$	89,533		$	(64,076	)	$	13,768		$	36,882
Operating income (loss), excluding accelerated depreciation expense	91,565			(55,181		)	59,432			45,777
Effect of change in estimate	$	(2,032	)	$	(8,895	)	$	(45,664	)	$	(8,895	)
Net income (loss), as reported	$	67,469		$	(72,034	)	$	(4,674	)	$	27,946
Net income (loss), excluding accelerated depreciation expense	73,119			(62,278		)	37,705			37,702
Effect of change in estimate	$	(5,650	)	$	(9,756	)	$	(42,379	)	$	(9,756	)
Basic earnings (loss) per share, as reported	$	0.24		$	(0.25	)	$	(0.02	)	$	0.10
Diluted earnings (loss) per share, as reported	$	0.23		$	(0.25	)	$	(0.02	)	$	0.10
Basic earnings (loss) per share, excluding accelerated depreciation expense	$	0.26		$	(0.22	)	$	0.13		$	0.13
Diluted earnings (loss) per share, excluding accelerated depreciation expense	$	0.25		$	(0.22	)	$	0.13		$	0.13
Effect of change in estimate - basic earnings (loss) per share	$	(0.02	)	$	(0.03	)	$	(0.15	)	$	(0.03	)
Effect of change in estimate - diluted earnings (loss) per share	$	(0.02	)	$	(0.03	)	$	(0.15	)	$	(0.03	)

NOTE 16: SUBSEQUENT EVENT

On December 30, 2015, the Company entered into an agreement to sell its energy metering business to Silergy Corporation, an analog semiconductor company with operations in the U.S. and Asia, for approximately $105.0 million. The Company expects to close the transaction during the third quarter of fiscal 2016 subject to the satisfaction of customary closing conditions.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Maxim Integrated Products, Inc. (“Maxim Integrated” or the “Company” and also referred to as “we,” “our” or “us”) disclaims any duty to and undertakes no obligation to update any forward-looking statement, whether as a result of new information relating to existing conditions, future events or otherwise or to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by federal securities laws. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Readers should carefully review future reports and documents that the Company files with or furnishes to the SEC from time to time, such as its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

Overview of Business

Maxim Integrated is incorporated in the state of Delaware. Maxim Integrated designs, develops, manufactures and markets a broad range of linear and mixed-signal integrated circuits, commonly referred to as analog circuits, for a large number of geographically diverse customers. The Company also provides a range of high-frequency process technologies and capabilities that can be used in custom designs. The analog market is fragmented and characterized by many diverse applications, a great number of product variations and, with respect to many circuit types, relatively long product life cycles. The Company is a global company with wafer manufacturing facilities in the U.S., testing facilities in the Philippines and Thailand and sales and circuit design offices throughout the world. The major end-markets in which the Company’s products are sold are the Automotive, Communications and Data Center, Computing, Consumer and Industrial markets.

In October 2014, the Company initiated a plan to shut down its San Jose wafer fabrication facility. The Company has incurred to date a total of $100.2 million of accelerated depreciation and severance charges related to this plan which was completed in the second quarter of fiscal year 2016.

During fiscal year 2015, we commenced activities to close down the operations in our Batangas, Philippines manufacturing site, and the close was completed in the second quarter of fiscal year 2016. All related capacity and manufacturing requirements were transferred to our other existing manufacturing locations or alternatively to our third party subcontractors.

During fiscal year 2015, we also commenced activities to close down the operations in our Hillsboro, Oregon testing site which will be completed in fiscal year 2016.

Additionally, we announced in July 2015 the planned transfer and sale of our wafer manufacturing facility in San Antonio, Texas to a foundry partner in fiscal year 2016. During the first quarter of fiscal 2016, this facility was classified as held for sale and written down to fair value, less cost to sell, resulting in an impairment charge of $157.7 million.

Also, we announced in July 2015 that we intend to close our wafer level packaging manufacturing facility in Dallas, Texas in fiscal year 2017. This plan includes the sale of our Dallas campus as well as the leasing of new office space for remaining design, administration and manufacturing functions.

As a result of these above mentioned actions, we expect to incur additional severance and restructuring expenses throughout our fiscal year 2016.

CRITICAL ACCOUNTING POLICIES

The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. The Securities and Exchange Commission (“SEC”) has defined the most critical accounting policies as the ones that are most important to the presentation of our financial condition and results of operations, and that require us to make our most difficult and subjective accounting judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include revenue recognition, which impacts the recording of net revenues; valuation of inventories, which impacts costs of goods sold and gross margins; the assessment of recoverability of long-lived assets, which impacts impairment of long-lived assets; assessment of recoverability of intangible assets and goodwill, which impacts impairment of goodwill and intangible assets; accounting for stock-based compensation, which impacts cost of goods sold, gross margins and operating expenses; accounting for income taxes, which impacts the income tax provision; and assessment of litigation and contingencies, which impacts charges recorded in cost of goods sold, selling, general and administrative expenses and income taxes. These policies and the estimates and judgments involved are discussed further below. We have other significant accounting policies that either do not generally require estimates and judgments that are as difficult or subjective, or it is less likely that such accounting policies would have a material impact on our reported results of operations for a given period.

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There have been no material changes during the six months ended December 26, 2015 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June 27, 2015, except for the adoption of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. Please refer to Part I, Item 1, Note 2: "Recently Issued Accounting Pronouncements" to the Condensed Consolidated Financial Statements for additional details of the adoption and impact of this standard update.

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RESULTS OF OPERATIONS

The following table sets forth certain Condensed Consolidated Statements of Income data expressed as a percentage of net revenues for the periods indicated:

	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
Net revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	42.8	%	44.6	%	46.1	%	43.1	%
Gross margin	57.2	%	55.4	%	53.9	%	56.9	%
Operating expenses:
Research and development	22.1	%	24.0	%	21.8	%	24.1	%
Selling, general and administrative	14.4	%	14.1	%	13.6	%	13.9	%
Intangible asset amortization	0.7	%	0.7	%	0.7	%	0.7	%
Impairment of long-lived assets	0.4	%	9.0	%	14.9	%	5.3	%
Impairment of goodwill and intangible assets	—	%	16.4	%	—	%	8.1	%
Severance and restructuring expenses	2.1	%	2.4	%	1.7	%	1.3	%
Other operating expenses (income), net	—	%	0.2	%	—	%	0.2	%
Total operating expenses	39.7	%	66.8	%	52.7	%	53.6	%
Operating income	17.5	%	(11.4	)%	1.2	%	3.3	%
Interest and other income (expense), net	(1.9	)%	(1.3	)%	(1.5	)%	(1.2	)%
Income before provision for income taxes	15.6	%	(12.7	)%	(0.3	)%	2.1	%
Income tax provision (benefit)	2.4	%	0.1	%	0.2	%	(0.4	)%
Net income (loss)	13.2	%	(12.8	)%	(0.5	)%	2.5	%

The following table shows stock-based compensation included in the components of the Condensed Consolidated Statements of Income reported above as a percentage of net revenues for the periods indicated:

	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
Cost of goods sold	0.6	%	0.5	%	0.5	%	0.5	%
Research and development	1.8	%	2.0	%	1.6	%	2.1	%
Selling, general and administrative	1.3	%	1.2	%	1.2	%	1.2	%
	3.7	%	3.7	%	3.3	%	3.8	%

Net Revenues

Net revenues were $510.8 million and $566.8 million for the three months ended December 26, 2015 and December 27, 2014, respectively, a decrease of 9.9%. Revenue from consumer products was down 23%, primarily driven by lower demand for smartphones. Revenue from communications and data center products was down 18%, mainly due to lower demand for server, basestation and data storage products. These decreases were partially offset by a 34% increase in net revenues in automotive products, primarily driven by infotainment.

Net revenues were $1,073.3 million and $1,147.1 million for the six months ended December 26, 2015 and December 27, 2014, respectively, a decrease of 6.4%. Revenue from communications and data center was down 21%, mainly due to lower demand for server, basestation and data storage products. Revenue from consumer products was down 10%, primarily driven by lower demand for smartphones. This decrease was partially offset by an increase in automotive net revenues of 37%, primarily driven by infotainment.

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During the three months ended December 26, 2015 and December 27, 2014, approximately 88% and 88% of net revenues, respectively, were derived from customers outside of the United States. While more than 95% of these sales are denominated in U.S. Dollars, we enter into foreign currency forward contracts to mitigate our risks on firm commitments and net monetary assets and liabilities denominated in foreign currencies. The impact of changes in foreign exchange rates on our revenue and results of operations for the three and six months ended December 26, 2015 and December 27, 2014 was immaterial.

Gross Margin

Our gross margin percentages were 57.2% and 55.4% for the three months ended December 26, 2015 and December 27, 2014, respectively. Our gross margin increased by 1.8%, primarily from a $6.9 million decrease in accelerated depreciation (1.2% increase to gross margin) relating primarily to the San Jose wafer fabrication facility shut down, which began in the second quarter of 2015 and was completed in the second quarter of fiscal year 2016.

Our gross margin percentages were 53.9% and 56.9% for the six months ended December 26, 2015 and December 27, 2014, respectively. Our gross margin decreased by 3.0%, primarily from a $36.8 million increase in accelerated depreciation (3.5% decrease to gross margin) relating primarily to the San Jose wafer fabrication facility shut down.

The below table presents the impact of accelerated depreciation expense on gross margin for all periods presented.

	Three Months Ended						Six Months Ended
	December 26, 2015			December 27, 2014			December 26, 2015			December 27 2014
	(in thousands, except per share data)
Gross margin, as reported	$	292,169		$	314,077		$	578,520		$	652,898
Accelerated depreciation expense	2,032			8,895			45,664			8,895
Gross margin, without accelerated depreciation expense	$	294,201		$	322,972		$	624,184		$	661,793
Gross margin %, as reported	57.2		%	55.4		%	53.9		%	56.9		%
Gross margin %, without accelerated depreciation expense	57.6		%	57.0		%	58.2		%	57.7		%
Impact percentage	(0.4		)%	(1.6		)%	(4.3		)%	(0.8		)%

Research and Development

Research and development expenses were $113.1 million and $135.9 million for the three months ended December 26, 2015 and December 27, 2014, respectively, which represented 22.1% and 24.0% of net revenues for each respective period. The $22.8 million decrease was primarily attributable to a decrease in salaries and related expenses of $16.2 million as a result of headcount reductions primarily due to restructuring programs and spending control efforts.

Research and development expenses were $234.5 million and $276.3 million for the six months ended December 26, 2015 and December 27, 2014, respectively, which represented 21.8% and 24.1% of net revenues for each respective period. The $41.8 million decrease was primarily attributable to a decrease in salaries and related expenses of $31.7 million as a result of headcount reductions primarily due to restructuring programs and spending control efforts.

Selling, General and Administrative

Selling, general and administrative expenses were $73.6 million and $79.8 million for the three months ended December 26, 2015 and December 27, 2014, respectively, which represented 14.4% and 14.1% of net revenues for each respective period. The $6.2 million decrease was primarily attributable to spending control efforts and a decrease in salaries and related expenses primarily resulting from headcount reductions.

Selling, general and administrative expenses were $145.6 million and $159.8 million for the six months ended December 26, 2015 and December 27, 2014, respectively, which represented 13.6% and 13.9% of net revenues for each respective period. The $14.2

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million decrease was primarily attributable to spending control efforts and a decrease in salaries and related expenses primarily resulting from headcount reductions.

Impairment of Long-Lived Assets

Impairment of long-lived assets were $2.0 million and $50.7 million for the three months ended December 26, 2015 and December 27, 2014, respectively, which represented 0.4% and 9.0% of net revenues for each respective period. The $48.7 million decrease was primarily due to equipment impairment associated with the Sensing Solutions Reporting unit during the three months ended December 27, 2014.

Impairment of long-lived assets were $159.6 million and $61.0 million for the six months ended December 26, 2015 and December 27, 2014, respectively, which represented 14.9% and 5.3% of net revenues for each respective period. The $98.6 million increase was primarily due to classification of our wafer manufacturing facility in San Antonio, Texas as held for sale in the first quarter of fiscal year 2016 and therefore written down to fair value, less cost to sell.

Severance and Restructuring Expenses

Severance and restructuring expenses were $10.7 million and $13.6 million for the three months ended December 26, 2015 and December 27, 2014, respectively, which represented 2.1% and 2.4% of net revenues for each respective period. The $2.9 million decrease was primarily due to the timing of restructuring cost associated with the major reorganization of the Company's business units and shut down of San Jose wafer fabrication facility.

Severance and restructuring expenses were $17.8 million and $15.0 million for the six months ended December 26, 2015 and December 27, 2014, respectively, which represented 1.7% and 1.3% of net revenues for each respective period. The $2.8 million increase was primarily due to restructuring activities associated with the major reorganization of the Company's business units and planned closure of our wafer level packaging manufacturing facility in Dallas.

Other Operating Expenses (Income), net

Other operating expenses (income), net were $(0.2) million and $0.9 million during the three months ended December 26, 2015 and December 27, 2014, respectively, which represented 0.0% and 0.2% of net revenues for each respective period. This net decrease in other operating expenses of $1.1 million was primarily driven by the $3.8 million gain on the asset sale of our San Jose wafer fabrication facility.

Other operating expenses (income), net were $0.1 million and $2.5 million during the six months ended December 26, 2015 and December 27, 2014, respectively, which represented 0.0% and 0.2% of net revenues for each respective period. This net decrease in other operating expenses of $2.4 million was primarily driven by the gain on the asset sale of our San Jose wafer fabrication facility.

Interest and Other Income (Expense), net

Interest and other income (expense), net were $(9.6) million and $(7.6) million for the three months ended December 26, 2015 and December 27, 2014, respectively, which represented 1.9% and 1.3% of net revenues for each respective period. The change in interest and other expense of $(2.0) million was primarily driven by the impact from foreign currency exchange rates movements.

Interest and other income (expense), net were $(16.0) million and $(14.1) million for the six months ended December 26, 2015 and December 27, 2014, respectively, which represented 1.5% and 1.2% of net revenues for each respective period. The change in interest and other expense of $(1.9) million was primarily driven by the impact from foreign currency exchange rates movements.

Provision for Income Taxes

In the three and six months ended December 26, 2015,the Company recorded an income tax provision (benefit) of $12.5 million and $2.4 million, respectively, compared to $0.4 million and $(5.1) million in the three and six months ended December 27, 2014, respectively. The Company's effective tax rate for the three and six months ended December 26, 2015 was 15.6% and (109.9)%, respectively, compared to (0.5)% and (22.5)% for the three and six months ended December 27, 2014, respectively.

The Company’s federal statutory tax rate is 35%. The Company’s effective tax rate for the three months ended December 26, 2015 was lower than the statutory rate primarily because earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, were taxed at lower tax rates and a $2.5 million discrete benefit for fiscal year 2015 research tax

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credits that were generated by the extension, retroactive to January 1, 2015, of the federal research tax credit by legislation that was signed into law on December 18, 2015, partially offset by stock-based compensation for which no tax benefit is expected.

The Company’s effective tax rate for the six months ended December 26, 2015 was higher than the statutory tax rate primarily because of $3.8 million of discrete interest accruals for unrecognized tax benefits and a $1.0 million discrete charge for prior year unrecognized tax benefits, partially offset by a $2.5 million discrete benefit for fiscal year 2015 research tax credits that were generated by the extension, retroactive to January 1, 2015, of the federal research tax credit by legislation that was signed into law on December 18, 2015.

The Company's effective tax rate for the three months ended December 27, 2014 was higher than the statutory rate primarily because of a $84.1 million discrete goodwill impairment charge that generated no tax benefit and stock-based compensation for which no tax benefit is expected, partially offset by earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, taxed at lower tax rates and a $2.9 million discrete benefit for fiscal year 2014 research tax credits that were generated by the extension, retroactive to January 1, 2014, of the federal research tax credit by legislation that was signed into law on December 19, 2014.

The Company’s effective tax rate for the six months ended December 27, 2014 was lower than the statutory tax rate primarily because earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, were taxed at lower rates, a $2.9 million discrete benefit for fiscal year 2014 research tax credits that were generated by the extension, retroactive to January 1, 2014, of the federal research tax credit by legislation that was signed into law on December 19, 2014 and a $24.8 million discrete benefit for the favorable settlement of a Singapore tax issue in the first quarter of fiscal year 2015, partially offset by an $84.1 million discrete goodwill impairment charge that generated no tax benefit and stock-based compensation for which no tax benefit is expected.

BACKLOG

At December 26, 2015 and September 26, 2015, our current quarter backlog was approximately $328.8 million and $329.4 million, respectively. We include in backlog orders with customer request dates within the next three months. As is customary in the semiconductor industry, these orders may be canceled in most cases without penalty to customers. In addition, backlog includes orders from domestic distributors for which revenues are not recognized until the products are sold by the distributors. Accordingly, we believe that our backlog is not a reliable measure of future revenues. All backlog numbers have been adjusted for estimated future distribution ship and debit pricing adjustments.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

Cash flows were as follows:

	Six Months Ended
	December 26, 2015			December 27, 2014
	(in thousands)
Net cash provided by (used in) operating activities	$	299,828		$	289,852
Net cash provided by (used in) investing activities	(33,751		)	(50,734		)
Net cash provided by (used in) financing activities	(168,524		)	(255,720		)
Net increase (decrease) in cash and cash equivalents	$	97,553		$	(16,602	)

Operating activities

Cash provided by operating activities is net income adjusted for certain non-cash items and changes in certain assets and liabilities.

Cash provided by operating activities was $299.8 million in the six months ended December 26, 2015, an increase of $10.0 million compared with the six months ended December 27, 2014. This increase was primarily driven by a decrease in inventory of $30.7 million due to actions to keep inventory balances in line with current revenue levels, a decrease in other current assets of $27.8 million due to the timing of payments of prepaid and other current assets, and a decrease in accounts receivable of $10.3 million driven by the timing of collections from customers. These were offset by a decrease in accounts payable and other accrued liabilities

31

of $29.3 million related to the timing of payments. The increase from the change in assets and liabilities, net, was partially offset by the decrease in net income of $32.6 million.

Investing activities

Investing cash flows consist primarily of capital expenditures, net investment purchases and maturities and acquisitions.

Cash used in investing activities decreased by $17.0 million for the six months ended December 26, 2015 compared with the six months ended December 27, 2014. The decrease was due primarily to $25.6 million of additional proceeds from the sale of property, plant and equipment, the majority of which was from the sale of our San Jose wafer manufacturing facility for $39.0 million, and $20.9 million of reduction in capital expenditures relating to property, plant and equipment due to the Company's goal to reduce capital expenditure to a lower percentage of net revenue. This decrease was offset by a $24.9 million increase relating to additional purchases of U.S. treasury securities.

Financing activities

Financing cash flows consist primarily of debt issuance, repurchases of common stock and payment of dividends to stockholders.

Net cash used in financing activities decreased by approximately $87.2 million for the six months ended December 26, 2015 compared to the six months ended December 27, 2014. The decrease was primarily due to $59.5 million in lower repurchases of our common stock and $39.4 million in higher proceeds received from the exercise of stock options. This decrease was offset primarily due to an increase of $12.2 million dividend payments.

Liquidity and Capital Resources

Debt Levels

On November 21, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 2.5% senior unsecured and unsubordinated notes due on November 15, 2018.

On March 18, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 3.375% senior unsecured and unsubordinated notes due on March 15, 2023.

The estimated fair value of outstanding debt is at $995 million and $992 million as of December 26, 2015 and June 27, 2015, respectively.

The Company believes that its existing sources of liquidity and cash expected to be generated from future operations, together with existing and available borrowing resources if needed, will be sufficient to fund operations, capital expenditures, research and development efforts, dividend payments, common stock repurchases, debt repayments and acquisitions for at least the next twelve months.

Off-Balance-Sheet Arrangements

As of December 26, 2015, the Company did not have any material off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s market risk has not changed materially from the interest rate and foreign currency risks disclosed in Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2015.

The impact of inflation and changing prices on the Company’s net revenues and on operating income during the three and six months ended December 26, 2015 and December 27, 2014 was not material.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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Our management, with the participation of our chief executive officer (“CEO”) and our chief financial officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of December 26, 2015. Our management, including the CEO and the CFO, has concluded that the Company’s disclosure controls and procedures were effective as of December 26, 2015. The purpose of these controls and procedures is to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, and that such information is accumulated and communicated to our management, including our CEO and our CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 26, 2015 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Internal Controls

A system of internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP and no control system, no matter how well designed and operated, can provide absolute assurance. The design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement errors and misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

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PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

The information set forth above under Part I, Item 1, Note 11 “Commitment and Contingencies” to the Condensed Consolidated Financial Statements is incorporated herein by reference.

ITEM 1A: RISK FACTORS

A description of risks associated with our business, financial condition and results of our operations is set forth in Item 1A - Risk Factors of our Annual Report on Form 10-K for the fiscal year ended June 27, 2015, which is incorporated herein by reference.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 25, 2013, the Board of Directors authorized the Company to repurchase up to $1 billion of the Company’s common stock from time to time at the discretion of the Company’s management. This stock repurchase authorization has no expiration date. All prior authorizations by the Company’s Board of Directors for the repurchase of common stock were superseded by this authorization.

The following table summarizes the activity related to stock repurchases for the three months ended December 26, 2015:

	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
Sep. 27, 2015 - Oct. 24, 2015	331	$	34.06	331	$	515,827
Oct. 25, 2015 - Nov. 21, 2015	120	39.58		120	511,066
Nov. 22, 2015 - Dec. 26, 2015	187	38.19		187	503,934
Total for the quarter	638	$	36.31	638	$	503,934

In the fiscal quarter ended December 26, 2015, the Company repurchased approximately 0.6 million shares of its common stock for approximately $23.2 million. As of December 26, 2015, the Company had remaining authorization of $503.9 million for future share repurchases. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company’s common stock and general market and business conditions.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: OTHER INFORMATION

None

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ITEM 6: EXHIBITS

(a) Exhibits

3.1	Amended and Restated Bylaws
3.2	Certificate of Amendment of Restated Certificate of Incorporation (1)
10.1	Supply Agreement between the Company and TowerJazz Texas, Inc. (formerly known as TJ Texas, Inc.), a Delaware corporation and indirect wholly-owned subsidiary of Tower Semiconductor Ltd., an Israeli corporation, executed as of November 18, 2015 (2)
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 (3)
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (3)
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 November 17, 2015.

(2) Portions of this exhibit (indicated by bracketed asterisks) have been omitted, pursuant to request for confidential treatment filed with the SEC.

(3) 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.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three and six months ended December 26, 2015, (ii) Condensed Consolidated Balance Sheets at December 26, 2015 and June 27, 2015, (iii) Condensed Consolidated Statement of Comprehensive Income for the three and six months ended December 26, 2015, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended December 26, 2015 and (v) Notes to Condensed Consolidated Financial Statements.

In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

35

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following person on behalf of the registrant and in the capacity indicated.

January 22, 2016	MAXIM INTEGRATED PRODUCTS, INC.
	By:/s/ David A. Caron
	David A. Caron
	Vice President and Chief Accounting Officer
	(Chief Accounting Officer and Duly Authorized Officer)

36

EX-3.1

Exhibit 3.1

BYLAWS

AS AMENDED THROUGH DECEMBER 18, 2015

OF MAXIM INTEGRATED PRODUCTS, INC.

(A DELAWARE CORPORATION)

TABLE OF CONTENTS
	Page
ARTICLE I OFFICES		1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
ARTICLE II CORPORATE SEAL		1
Section 3.	Corporate Seal	1
ARTICLE III STOCKHOLDERS’ MEETINGS		1
Section 4.	Place of Meetings	1
Section 5.	Annual Meeting	2
Section 6.	Advance Notice Procedures	2
Section 7.	Special Meetings	6
Section 8.	Notice of Meetings and Adjourned Meetings	6
Section 9.	Quorum	7
Section 10.	Adjournment of Meetings	7
Section 11.	Voting Rights	7
Section 12.	Joint Owners of Stock	8
Section 13.	List of Stockholders	9
Section 14.	Action without Meeting	9
Section 15.	Organization	10
ARTICLE IV DIRECTORS		10
Section 16.	Number and Term of Office	10
Section 17.	Powers	11
Section 18.	Vacancies	11
Section 19.	Election and Resignation of Directors	11
Section 20.	Removal	12
Section 21.	Meetings	12
Section 22.	Quorum and Voting	12
Section 23.	Action without Meeting	13
Section 24.	Fees and Compensation	13
Section 25.	Committees	13
Section 26.	Organization	14
ARTICLE V OFFICERS		14
Section 27.	Officers Designated	14
Section 28.	Tenure and Duties of Officers	15
Section 29.	Resignations	16
Section 30.	Removal	16
ARTICLE VI EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF
SECURITIES OWNED BY THE CORPORATION		16

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TABLE OF CONTENTS
(continued)
	Page
Section 31.	Execution of Corporate Instruments	16
Section 32.	Voting of Securities Owned by the Corporation	17
ARTICLE VII SHARES OF STOCK		17
Section 33.	Form and Execution of Certificates	17
Section 34.	Lost Certificates	17
Section 35.	Transfers	18
Section 36.	Fixing Record Dates	18
Section 37.	Registered Stockholders	19
ARTICLE VIII OTHER SECURITIES OF THE CORPORATION		19
Section 38.	Execution of Other Securities	19
ARTICLE IX DIVIDENDS		19
Section 39.	Declaration of Dividends	20
Section 40.	Dividend Reserve	20
ARTICLE X FISCAL YEAR		20
Section 41.	Fiscal Year	20
ARTICLE XI INDEMNIFICATION		20
Section 42.	Indemnification of Officers, Directors, Employees and Other Agents	20
ARTICLE XII NOTICES		22
Section 43.	Notices	23
ARTICLE XIII AMENDMENTS		24
Section 44.	Amendments	24

ii

BYLAWS

OF MAXIM INTEGRATED PRODUCTS, INC.

ARTICLE I OFFICES

Section 1.Registered Office.

The registered office of the Corporation in the State of Delaware shall be in the City of Dover, County of Kent.

Section 2.Other Offices.

The Corporation shall also have and maintain an office or principal place of business in San Jose, California, or at such other place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II CORPORATE SEAL

Section 3.Corporate Seal.

The Corporate seal shall consist of a die bearing the name of the Corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III STOCKHOLDERS’ MEETINGS

Section 4.Place of Meetings.

(a) Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be designated by or in the manner provided in these Bylaws or, if not so designated, as determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph (b) of this Section 4.

(b) If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

1

(1)Participate in a meeting of stockholders; and

(2) Be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

(c) For purposes of this Section 4, “remote communication” shall mean electronic mail or other form of written or visual electronic communication satisfying the requirements of Section 14.

Section 5.Annual Meeting.

The annual meeting of the stockholders of the Corporation, for the purpose of election of Directors and for such other business as may lawfully come before it shall be held on such date and at such time as may be designated from time to time by the Board of Directors, or, if not so designated, then at 11 o’clock a.m. on the third Thursday in November in each year if not a legal holiday, and, if a legal holiday, at the same hour and place on the next succeeding day not a holiday.

Section 6.Advance Notice Procedures

(a)Advance Notice of Stockholder Business.

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (i) pursuant to the Corporation’s proxy materials with respect to such meeting, (ii) by or at the direction of the Board of Directors, or (iii) by a stockholder of the Corporation who (1) is a stockholder of record at the time of the giving of the notice provided for in these Bylaws and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 6(a). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these Bylaws and applicable law. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

(1) To comply with clause (iii) of Section 6(a) above, a stockholder’s notice must set forth all information required under this Section 6(a) and must be timely received by the Secretary of the Corporation. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then notice by the stockholder to be timely must be so received by the Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such

2

annual meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 6(a)(1). “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto (the “1934 Act”).

(2) To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (i) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (iii) the class and number of shares of the Corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to or manage risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the Corporation, (v) any material interest of the stockholder or a Stockholder Associated Person in such business and (vi) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (i) through (vi), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to the Secretary must be supplemented not later than ten days following the record date to disclose the information contained in clauses (iii) and (iv) above as of the record date. For purposes of this Section 6, a “Stockholder Associated Person” of any stockholder shall mean (1) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (2) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made (3) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (1) and (2).

(3) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 6(a) and, if applicable, Section 6(b). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairman of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 6(a), and, if the chairman should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(b)Advance Notice of Director Nominations at Annual Meetings.

3

Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 6(b) shall be eligible for election or re- election as directors at an annual meeting of stockholders. Nominations of persons for election to the Board of Directors of the Corporation shall be made at an annual meeting of stockholders only (i) by or at the direction of the Board of Directors or (ii) by a stockholder of the Corporation who (1) was a stockholder of record at the time of the giving of the notice provided for in these Bylaws and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 6(b). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

(1) To comply with clause (ii) of Section 6(b) above, a nomination to be made by a stockholder must set forth all information required under this Section 6(b) and must be received by the Secretary of the Corporation at the principal executive offices of the Corporation at the time and in accordance with the final three sentences of Section 6(a)(1) above.

(2)To be in proper written form, such stockholder’s notice to the Secretary must set forth:

(A) as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of the Corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (v) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, (vi) a written statement executed by the nominee acknowledging that as a director of the Corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the Corporation and its stockholders, and (vii) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and

(B) as to such stockholder giving notice, (i) the information required to be provided pursuant to clauses (ii) through (v) of Section 6(a)(2) above, and the supplement referenced in the second sentence of Section 6(a)(2) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (ii) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of a number of the Corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect such nominee(s) (such information provided and statements made as required by clauses (i) and (ii) above, a “Nominee Solicitation Statement”).

(3) At the request of the Board of Directors, any person nominated by a stockholder for election as a director must furnish to the Secretary of the Corporation (i) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to

4

the date on which the notice of such person’s nomination was given and (ii) such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of such information if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 6(b).

(4) Without exception, no person shall be eligible for election or re-election as a director of the Corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 6(b). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairman of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these Bylaws, and if the chairman should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(c)Advance Notice of Director Nominations for Special Meetings.

(1) For a special meeting of stockholders at which directors are to be elected pursuant to Section 7 hereof, nominations of persons for election to the Board of Directors shall be made only (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who (A) is a stockholder of record at the time of the giving of the notice provided for in these Bylaws and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the Secretary of the Corporation that includes the information set forth in Sections 6(b)(2) and (3) above. To be timely, such notice must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the Board of Directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 6(c). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(2) The chairman of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these Bylaws, and if the chairman should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(d)Other Requirements and Rights.

In addition to the foregoing provisions of this Section 6, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 6, including, with respect to business such stockholder intends to bring before the annual meeting that involves a proposal that such stockholder requests to be included

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in the Corporation’s proxy statement, the requirements of Rule 14a-8 (or any successor provision) under the 1934 Act. Nothing in this Section 6 shall be deemed to affect any right of the Corporation to omit a proposal from the Corporation’s proxy statement pursuant to Rule

14a-8 (or any successor provision) under the 1934 Act.

Section 7.Special Meetings.

(a) A special meeting of the stockholders, other than those required by statute, may be called at any time, for any purpose or purposes, by (1) the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board; and (2) by the holders of outstanding stock of the Corporation holding at least thirty-five percent (35%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote (the “35% Stockholders”); but a special meeting may not be called by any other person or persons. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized Directors whether or not there exist any vacancies in previously authorized directorships. The Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board or the 35% Stockholders may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

(b) The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Whole Board or by or at the direction of the 35% stockholders. Nothing contained in this Section 7(b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors or the 35% stockholders may be held.

Section 8.Notice of Meetings and Adjourned Meetings.

(a) Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders, specifying the place, if any, date and hour and purpose or purposes of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote thereat, directed to his address as it appears upon the books of the Corporation; except that where the matter to be acted on is a merger or consolidation of the Corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than 20 nor more than 60 days prior to such meeting.

(b) If at any meeting action is proposed to be taken which, if taken, would entitle shareholders fulfilling the requirements of section 262(d) of the Delaware General Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement of that purpose and to that effect and shall be accompanied by a copy of that statutory section.

(c) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(d) Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and, to the extent permitted by law, will be waived by any

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stockholder by his attendance thereat, in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

(e) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of this chapter, the certificate of incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent, and (ii) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Notice given pursuant to this subparagraph (e) shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 9. Quorum.

At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Any shares, the voting of which at said meeting has been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at such meeting. In the absence of a quorum any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the Corporation.

Section 10. Adjournment of Meetings.

Any meeting of stockholders, whether annual or special, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are present either in person or by proxy.

Section 11. Voting Rights.

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(a) Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the Corporation on the record date for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting.

(b) Every person entitled to vote or to execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary of the Corporation at or before the meeting at which it is to be used. Said proxy so appointed need not be a stockholder. No proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period. Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or of his legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given. All elections of Directors shall be by ballot, unless otherwise provided in the Certificate of Incorporation. Such ballot may be in writing executed by the stockholder or his proxyholder or it may be cast by electronic transmission, provided that the transmission includes information showing that the transmission was authorized by the stockholder or proxyholder.

(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:

(1) A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

(2) A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Such authorization can be established by the signature of the stockholder on the proxy, either in writing or by a signature stamp or facsimile signature, or by a number or symbol from which the identity of the stockholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determination as to due authorization. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

(d) Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to subsection (c) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 12. Joint Owners of Stock.

If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the

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same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the General Corporation Law of Delaware, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this subsection shall be a majority or even split in interest.

Section 13. List of Stockholders.

The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. The Corporation need not include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 14. Action without Meeting.

(a) Any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(b) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner herein required, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by

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less than unanimous written consent shall be given to those stockholders who have not consented in writing.

(c) A telegram, cablegram or other electronic transmission consent to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder, and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if to the extent and in the manner provided by resolution of the Board of Directors of the Corporation.

(d) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(e) No such action by written consent may be taken following the effectiveness of the registration of any class of securities of the Corporation under the 1934 Act.

Section 15. Organization.

At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, the most senior Vice President present, or in the absence of any such officer, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE IV DIRECTORS

Section 16. Number and Term of Office.

The number of Directors that shall constitute the whole of the Board of Directors shall be eight (8). The number of authorized Directors may be modified from time to time by amendment of this Bylaw in accordance with the provisions of Section 44 hereof. Except as provided in Section 18, the Directors shall be elected by the stockholders at their annual meeting in each year and shall hold office until the next annual meeting and until their successors shall be duly elected and qualified, or until their death, resignation or removal. Directors need not be stockholders unless so required by the Certificate of Incorporation.

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Section 17. Powers.

The powers of the Corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 18.Vacancies.

Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office for the unexpired portion of the term of the Director whose place shall be vacant and until his successor shall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Section 18 in the case of the death, removal or resignation of any Director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including any meeting referred to in Section 20 below) to elect the number of Directors then constituting the whole Board of Directors.

Section 19.Election and Resignation of Directors.

(a) Each director shall be elected by a vote of the majority of the votes cast with respect to that director at any meeting for the election of directors at which a quorum is present, in accordance with Sections 9 and 11 of these Bylaws; provided, that, if, at the close of the notice period set forth in Section 8 of these Bylaws, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast and entitled to vote on the election of directors in person or by proxy at any such meeting. For purposes of this Section 19, a vote of the majority of the votes cast means that the number of shares voted “for” a director must exceed 50% of the votes cast with respect to that director.

(b) If an incumbent director is running uncontested and is not elected as provided in subsection (a), such director shall promptly offer to tender his or her irrevocable resignation to the Board. The Nominating and Corporate Governance Committee, or such other committee designated by the Board, will recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation within one hundred and twenty (120) days following the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Board’s decision with respect to such resignation.

(c) Any Director may resign at any time by delivering his resignation to the Secretary in writing or by electronic transmission, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified. Unless such notice is provided pursuant to subsection (b) of this Section 19, or acceptance is otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.

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Section 20.Removal.

At a special meeting of stockholders called for the purpose in the manner hereinabove provided, subject to the limitation set forth in Section 141(k) of the General Corporation Law of Delaware, the Board of Directors, or any individual Director, may be removed from office, with or without cause, and a new Director or Directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of Directors.

Section 21.Meetings.

(a) Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b) Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held at the office of the Corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the State of Delaware which has been designated by resolution of the Board of Directors or the written consent of all Directors.

(c) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board or the President or any Vice President or the Secretary of the Corporation or any two (2) Directors.

(d) Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e) Notice of Meetings. Notice of the date, time and place of all meetings of the Board of Directors, other than regular meetings held pursuant to Section 21(a) or (b) above shall be delivered personally, orally or in writing, or by telephone or telegraph or by electronic transmission to each Director, at least forty-eight (48) hours before the meeting, or sent in writing to each Director by first-class mail, charges prepaid, at least four (4) days before the meeting. Such notice may be given by the Secretary of the Corporation or by the person or persons who called a meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting may be waived in writing or by electronic communication at any time before or after the meeting and will be waived by any Director by attendance thereat, except when the Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the Directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 22.Quorum and Voting.

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(a) Quorum. Unless the Certificate of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 42(a) hereof, for which a quorum shall be one-third of the exact number of Directors fixed from time to time in accordance with Section 16 of these Bylaws, but not less than one (1), a quorum of the Board of Directors shall consist of a majority of the exact number of Directors fixed from time to time in accordance with Section 16 of these Bylaws, but not less than one (1); provided, however, at any meeting whether a quorum be present or otherwise, a majority of the Directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b) Majority Vote. At each meeting of the Board of Directors at which a quorum is present all questions and business shall be determined by a vote of a majority of the Directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

Section 23.Action without Meeting.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 24.Fees and Compensation.

Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors or any meeting of a committee of directors. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 25.Committees.

(a) Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors, appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and specifically granted by the Board of Directors, shall have and may exercise when the Board of Directors is not in session all powers of the Board of Directors in the management of the business and affairs of the Corporation, including, without limitation, the power and authority to declare a dividend or to authorize the issuance of stock, except such committee shall not have the power or authority to amend the Certificate of Incorporation, to adopt an agreement of merger or consolidation, to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, to recommend to the stockholders of the Corporation a dissolution of the Corporation or a revocation of a dissolution or to amend these Bylaws.

(b) Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors, and shall have such powers and perform such duties as may be prescribed by the

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resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

(c) Term. The members of all committees of the Board of Directors shall serve a term coexistent with that of the Board of Directors which shall have appointed such committee. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Section 25, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at the principal office of the Corporation required to be maintained pursuant to Section 2 hereof, or at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any Director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any Director by attendance thereat, except when the Director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 26. Organization.

At every meeting of the Directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the Directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V OFFICERS

Section 27. Officers Designated.

The officers of the Corporation shall be the Chairman of the Board of Directors, the President,

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one or more Vice Presidents, the Secretary and the Chief Financial Officer, all of whom shall be elected at the annual meeting of the Board of Directors. The order of the seniority of the Vice Presidents shall be in the order of their nomination, unless otherwise determined by the Board of Directors. The Board of Directors may also appoint such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 28. Tenure and Duties of Officers.

(a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)Duties of Chairman of the Board of Directors. The Chairman of the Board of

Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors.

The Chairman of the Board of Directors shall perform the duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(c) Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. The President shall, subject to the control of the Board of Directors and unless otherwise determined by the Board of Directors, serve as the Chief Executive Officer of the Corporation and shall have general supervision, direction and control of the business and officers of the Corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors and the Chairman of the Board, if one has been appointed, shall designate from time to time.

(d) Duties of Vice Presidents. The Vice Presidents, in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors, and shall record all acts and proceedings thereof in the minute book of the Corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders, and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f) Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner, and shall render statements of

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the financial affairs of the Corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct any Assistant Chief Financial Officer to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Assistant Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 29.Resignations.

Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.

Section 30.Removal.

Any officer may be removed from office at any time, either with or without cause, by the vote or written consent of a majority of the Directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION

Section 31.Execution of Corporate Instruments.

The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

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Section 32.Voting of Securities Owned by the Corporation.

All stock and other securities of other Corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section 33.Form and Execution of Certificates.

The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a previously issued certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates in the Corporation shall be entitled to have such certificates signed by, or in the name of the Corporation by, the Chairman of the Board (if there be such an officer appointed), or by the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, (i) in the case of stock that is certificated, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights, and (ii) in the case of stock that is uncertificated, such powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be implemented in accordance with applicable law, regulations and rules.

Section 34.Lost Certificates.

No certificate for shares of stock of the Corporation shall be issued in place of any previously issued certificate alleged to have been lost, stolen or destroyed, except upon timely production of such evidence of the loss, theft or destruction and upon the timely making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed such indemnification of the Corporation and its agent to such extent and in such manner as the Board of Directors may from time to time prescribe. The Corporation may require, as a condition precedent to the issuance of uncertificated shares or a new certificate(s) in place of lost certificates, the owner of such uncertificated shares or the lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give

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the Corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the Corporation with respect to the uncertificated shares or the certificate alleged to have been lost, stolen, or destroyed.

Section 35.Transfers.

Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed. Within a reasonable time after the issuance or transfer of uncertificated shares by the Corporation, the Corporation will send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates of certificated shares pursuant to Section 151, 202(a) or 218 (a) of the General Corporation Law of the State of Delaware or, with respect to Section 151 of the General Corporation Law of the State of Delaware, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 36.Fixing Record Dates.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent or electronic transmission setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided that any such electronic transmission shall satisfy the requirements of Section 14(c) hereof and, unless the Board of Directors otherwise provides by resolution, no such consent by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record

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date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 37.Registered Stockholders.

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 38.Execution of Other Securities.

All bonds, debentures and other corporate securities of the Corporation, other than stock certificates, may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

ARTICLE IX DIVIDENDS

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Section 39.Declaration of Dividends.

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 40.Dividend Reserve.

Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X FISCAL YEAR

Section 41.Fiscal Year.

Unless otherwise fixed by resolution of the Board of Directors, the fiscal year of the

Corporation shall end on the last day of June.

ARTICLE XI INDEMNIFICATION

Section 42.Indemnification of Officers, Directors, Employees and Other Agents.

(a) Directors. The Corporation shall indemnify its directors to the fullest extent permitted by the Delaware General Corporation Law.

(b) Officers, Employees and Other Agents. The Corporation shall have power to indemnify its officers, employees and other agents as set forth in the Delaware General Corporation Law.

(c)Good Faith.

(1) For purposes of any determination under this Bylaw, a Director, or any member of a committee designated by the Board of Directors, shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, to have had no reasonable cause to believe that his conduct was unlawful, if he relied in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

(2) The termination of any proceeding by judgment, order, settlement, conviction or upon

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a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding, that he had reasonable cause to believe that his conduct was unlawful.

(3) The provisions of this paragraph (c) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth by the Delaware General Corporation Law.

(d) Expenses. The Corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by any Director in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.

(e) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the Director who serves in such capacity at any time while this Bylaw and other relevant provisions of the Delaware General Corporation Law and other applicable law, if any, are in effect. Any right to indemnification or advances granted by this Bylaw to a Director shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor.

The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. The Corporation shall be entitled to raise by pleading as an affirmative defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition when the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(f) Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent permitted by the Delaware General Corporation Law.

(g) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a Director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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(h) Insurance. To the fullest extent permitted by the Delaware General Corporation Law, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(i) Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.

(j) Savings Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director to the full extent permitted by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

(k)Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

(1) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement and appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(3) The term the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4) References to a “director,” “officer,” “employee,” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as a Director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Bylaw.

ARTICLE XII NOTICES

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Section 43. Notices.

(a) Notice to Stockholders. Whenever, under any provision of these Bylaws, notice is required to be given to any stockholder, the same shall be given either (1) in writing, either personally or timely and duly deposited in the United States Mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the Corporation or its transfer agent, or (2) by a means of electronic transmission that satisfies the requirements of Section 8 of these Bylaws, and has been consented to by the stockholder to whom the notice is given.

(b) Notice to Directors. Any notice required to be given to any Director may be given by the method stated in subsection (e) of Section 21 of these Bylaws except that such notice other than one which is delivered personally shall be sent to such address as such Director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such Director.

(c) Address Unknown. If no address of a stockholder or Director be known, notice may be sent to the office of the Corporation required to be maintained pursuant to Section 2 hereof.

(d) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or Director or Directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained.

(e) Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing and all notices given by electronic transmission shall be deemed to have been given as at the sending time recorded by the electronic transmission equipment operator transmitting the notices.

(f) Methods of Notice and Waiver Thereof. It shall not be necessary that the same method of giving notice be employed in respect of all Directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. Whenever any notice is required to be given under any provision of law or of the Certificate of Incorporation, or Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

(g) Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any Director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such Director to receive such notice.

(h) Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the Corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the

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filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

ARTICLE XIII AMENDMENTS

Section 44. Amendments.

Except as otherwise set forth in paragraph 42(i) hereof, these Bylaws may be repealed, altered or amended or new Bylaws may be adopted by the stockholders. In addition to any vote of the holders of any class or series of stock of this Corporation required by law or by these Bylaws, the affirmative vote of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to adopt, amend or repeal any provisions of the Bylaws of the Corporation. Except as otherwise set forth in paragraph 42(i) hereof, the Board of Directors shall also have the authority, if such authority is conferred upon the Board of Directors by the Certificate of Incorporation, to repeal, alter or amend these Bylaws or adopt new Bylaws (including, without limitation, the amendment of any Bylaw setting forth the number of Directors who shall constitute the whole Board of Directors) subject to the power of the stockholders to change or repeal such Bylaws and provided that the Board of Directors shall not make or alter any Bylaws fixing the qualifications, classifications, term of office or compensation of Directors.

* * *

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EX-10.1

Exhibit 10.1

EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. CONFIDENTIAL PORTIONS OF EXHIBIT ARE MARKED WITH [***] AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SUPPLY AGREEMENT

This Supply Agreement (this “Agreement”) is made and entered into effective as of the Closing Date by and among MAXIM INTEGRATED PRODUCTS, INC., a Delaware corporation (“Maxim US”), and MAXIM INTEGRATED PRODUCTS INTERNATIONAL, LTD., an Ireland corporation (“MIPI”) (together, “Maxim”), and TJ TEXAS, INC., a corporation organized under the laws of Delaware (“Supplier”). Maxim and Supplier are each sometimes referred to herein as a “Party” and collectively as the “Parties.” The Parties agree that this Agreement will be binding on the Parties on the date hereof, however, will only become effective on the Closing Date (as defined below).

RECITALS

A.    The Parties entered into that certain Asset Purchase Agreement of even date herewith (the “Asset Purchase Agreement”), pursuant to which Supplier acquired from Maxim certain Transferred Assets (as defined in the Asset Purchase Agreement);

B.    In connection with the transaction under the Asset Purchase Agreement, the Parties agreed for Supplier to provide to Maxim manufacturing and foundry services for integrated circuits as set forth in this Agreement; and

C.    Supplier now wishes to make, and Maxim wishes to procure from Supplier, certain silicon wafers on which are manufactured integrated circuits that are designed by Maxim and use certain Maxim Technology (as defined below). This Agreement does not address any products not fabricated using the Maxim Technology together with the Transferred Assets.

Now, Therefore, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Maxim and Supplier hereby agree as follows:

1 EXHIBITS.

All exhibits set forth in this Section 1 (each, an “Exhibit”), are hereby incorporated herein and made part of this Agreement. All Exhibits agreed to after the Closing Date shall be deemed incorporated herein and made a part of the Agreement upon the Parties’ written execution thereof.

Exhibit	Title
A	[***]
B	[***]
C	[***]
D	[***]
E	[***]
F	[***]
G	[***]
H	[***]
I	[***]

[***]

2 DEFINITIONS.

All defined terms herein apply to both their singular and plural forms, as the context may require. The terms “herein,” “hereunder,” “hereof” and similar expressions refer to this Agreement. The term “Section” refers to any of the numbered section or subsections, as applicable, herein. The word “including” means “including without limitation.” All references to “day” are to a calendar day, unless otherwise specified. All references to “year” are to a calendar year, unless otherwise specified.

2.1 “Acceptance Criteria” means the criteria [***].

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2.2 “Applicable Laws” means applicable national, international, multinational, municipal, foreign, federal, regional, state or local laws, statutes, treaties, ordinances, rules, regulations, judgments, decrees, or other constitution, law, code, binding case law, principle of common law or orders of any legislative, judicial, administrative, governmental, regulatory or standards body, agency or authority of any kind.

2.3 “Closing Date”means as defined in the Asset Purchase Agreement.

2.4 “Commercial Sample” means a final pre-production version of the Wafer, which is not intended for commercial use or sale.

2.5 “Customer”means any third party that, directly or indirectly, obtains products includingWafers from Maxim, directly or through its distributors or other designees.

2.6 “Deliverable”means any of the Engineering Samples, Commercial Samples, Wafers, documentation or any components of the foregoing.

2.7 “Delivery” is the date on which a Deliverable is actually delivered to the Delivery Point.

2.8 “Delivery Point”means the gate of the Supplier’s Plant pursuant to Section 5.1, unless designated other delivery location in the applicable Purchase Order as mutually agreed by the Parties.

2.9 “Derivation” means, with regard to any Technology, any modification, improvement, derivative work, derivation, adaptation, localization, translation, transliteration, and/or compilation of any kind, directly or indirectly, to or of or from or based on or over such Technology. A direct or indirect Derivation of a Derivation to any Technology is also a Derivation of such Technology.

2.10 “Engineering Sample” means a preliminary version of the Wafer provided by Supplier to Maxim from time to time for Maxim’s engineering, testing or other internal use purposes.

2.11 “Fabrication” means any making and manufacture of any integrated circuits on silicon or other semiconductor material at the Plant, including, without limitation, any Manufacturing or any manufacture for third parties.

2.12 “FCD” means the Factory Committed Date, i.e., the confirmed delivery date by the Supplier for any Deliverable listed in the Purchase Order. This is the confirmation to the Requested Delivery Date.

2.13 “Final Acceptance” has the meaning set forth in Section 7.1.

2.14 “IP Right” means any and all of the following, anywhere in the world and under any law or legal system: (i) any patent and patent application (including, without limitation, any provisional, utility, and design patent application, continuation, continuation-in-part, divisional, reissue, reexamination, substitution, and extension, and foreign, international, national, and other counterparts and equivalents thereof), (ii) any copyright, mask work right, industrial design right, and any right similar thereto, whether arising from statute, regulation, common or judicial law, treaty or otherwise, and any registration, application for registration, and renewal thereof or related thereto, any right of attribution and integrity and other moral right, (iii) any trademark, service mark, trade name, corporate name, business name, domain name, logos, slogans, trade dress, packaging design, and other designations of source or origin of any kind, and any translation, transliteration, adaptation, derivation and combination thereof, and any common law rights, registration, application for registration, extension, and renewal thereof or related thereto, and all goodwill symbolized by any of the foregoing or associated therewith, (iv) any right in or arising from any trade secret, know-how, and confidential or proprietary or other information, material, items or things, and (v) other intellectual or industrial property right, whether existing now or being recognized or created in the future.

2.15 “Latent Defect”means any failure of a Product to perform in accordance with its specifications resulting from a defect attributable to Supplier that could not have been readily detected by Supplier during normal inspection or use.

2.16 “Lead Time”means the anticipated period of time beginning upon acceptance of a Purchase Order and ending on the Delivery, as set forth in Section 3.3.

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2.17 “Licensed Software” means the [***] software (including source code) used at the Plant on the Closing Date [***]. For the avoidance of doubt, the Licensed Software does not mean or include [***].

2.18 “Licensed Technology” means, collectively, the Maxim-Designated Licensed Technology, the Operational Licensed Technology, and the Licensed Software.

2.19 “Mandatory Engineering Change” or “MEC”means any design or functionality change that is necessary for a Wafer’s performance, reliability or compatibility with contemplated devices or other components with which the Wafer may be integrated or other technology, or the Wafer’s Regulatory Compliance.

2.20 “Mandatory Engineering Change Order” or “MEC Order”means a written document setting forth the Specifications of a Mandatory Engineering Change and its implementation schedule.

2.21 “Manufacturing” (and “Manufacture” and “Manufactured”) means manufacturing of Wafers for Maxim at the Plant carried out by Supplier hereunder.

2.22 “Manufacturing Requirements” means, collectively, the Acceptance Criteria, the Process Flow, the Schedule, the Specifications, and other requirements set forth in this Agreement [***].

2.23 “Maxim-Designated Licensed Technology” means, individually and collectively, the Maxim Technology to be used by Supplier only and solely for Manufacturing Wafers for Maxim under this Agreement, including, without limitation, the Maxim Technology [***].

2.24 “Maxim Competitors” means each of the companies [***].

2.25 “Maxim Technology” means, individually and collectively, any Technology existing at the Plant on the Closing Date other than any Transferred Assets) or provided, delivered, or made available by or for Maxim to, or obtained from Maxim by or for, Supplier, including, without limitation, the Licensed Software, the Process Flow, process recipes, individual unique tool recipes, [***], device structures, design rules, and the Specifications.

2.26 “Maxim Technology Improvement” has the meaning set forth in Section 14.2.

2.27 “Move” means the completion of an individual stage in the process required for Manufacturing Wafers at the Plant.

2.28 “Operational Licensed Technology” means, individually and collectively, solely the [***] and operational specifications that are [***] used with the Transferred Assets, all to be used by Supplier only and solely for any Fabrication by Supplier at the Plant.

2.29 “Plant” means the fabrication plant and business located at 9651-9655 Westover Hills Boulevard, San Antonio, Texas 78251, United States of America, and sold and transferred by Maxim to Supplier as part of the Transferred Assets under the Asset Purchase Agreement.

2.30 “Price”means prices for Wafers, as set forth in Section 8.1.

2.31 “Process Flow” means the process flow [***].

2.32 “Prototype”means a version of the Wafer that may be provided by Supplier to Maxim for use by Maxim in marketing, promoting and/or demonstrating the Wafer to third parties.

2.33 “Purchase Order”means a written Maxim document identifying ordered Wafers and containing information related to the ordered Wafers, including, but not limited to: (i) date; (ii) item numbers; (iii) quantity; (iv) price; and (v) Delivery Date.

2.34 “Regulatory Compliance” or “Regulatory Compliant” means obtaining any and all approvals, registrations, certifications, standard compliances or other clearances required prior to the Manufacture and sale of any Deliverable and taking all necessary actions so that all Deliverables satisfy, and otherwise comply with all Applicable Laws.

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2.35 “Requested Delivery Date”means the date specified on Maxim’s Purchase Order for (i) the delivery of any Deliverable to arrive at the Delivery Point; or (ii) Services to be completed by Supplier as specified within a Purchase Order.

2.36 “Schedule”means the schedule for the completion and delivery of the Deliverables and the Services [***].

2.37 “Scheduling Cycle Time” means the cycle time for fulfillment of Purchase Orders (through the moment of the delivery of Wafers under such Purchase Orders in accordance with this Agreement) at a rate of [***] of the order fulfillment cycle time for orders within the [***] immediately preceding the Closing Date for similar fab loading.

2.38 “Services”means the services, if any, performed by Supplier hereunder, including Manufacturing, maintenance of Plant equipment, supply, and repair or replacement of Wafers, as agreed in writing by the Parties.

2.39 “Specifications”means the design and technical specifications, functionality, features, and performance criteria and requirements of the Deliverables and Services, as set forth in this Agreement, including, without limitation, [***], and if not so defined: (i) the Plant’s manufacturing procedures immediately before the Closing or (ii) the Plant’s then current different manufacturing procedures if such differences do not result in any adverse impact on the Wafers or their manufacture, including, without limitation, with regard to process control, device performance, quality, and long term reliability shall apply or (iii) modifications that will be mutually agreed to by the Parties.

2.40 “Supplier Technology” means any Technology developed or acquired by Supplier, or licensed by Supplier from any third party, which (a) exists prior to the Closing Date or (b) is developed entirely independently by Supplier, or by Supplier and a third party, at any time, without any use, knowledge of or reference to, and that is not and does not include, Maxim’s Confidential Information, Maxim Technology, or Maxim Technology Improvements.

2.41 “Technology” means, individually and collectively, any technology (including design and process technology), materials, ideas, know-how, inventions, know-how, show-how, approaches, works, mask works, software (and all object, source code, libraries, algorithms, and other code therein or thereof), hardware, microelectronics, designs, concepts, techniques, processes, data, methodologies, algorithms, documents, documentation, information, and knowledge, and any copy, embodiment, or manifestation of any of the foregoing.

2.42 “Term”means the period from the Closing Date until the termination, cancellation or expiration of this Agreement.

2.43 “Wafer” means, individually, a production eight (8) inch silicon or other semiconductor material upon which integrated circuits are made in accordance with this Agreement.

3 MANUFACTURING.

3.1 Performance of Manufacturing. Supplier shall Manufacture all Wafers solely at the Plant in accordance with the Manufacturing Requirements. Supplier will make reasonable efforts to maintain a cycle time for Manufacturing Wafers at the Plant as was in effect prior to the Closing Date and as set forth in the Manufacturing Requirements (the “Manufacturing Cycle Time”). Failure to meet the Minimum Quantities during any calendar year due solely to Maxim’s fault shall not proportionally reduce the Quarterly Minimum Payments during such calendar year. Supplier will Manufacture Wafers using the same process flows and operating procedures as used at the Plant as of the Closing Date. Supplier agrees to keep the Transferred Assets in good repair and undertakes to replace, at its own cost, Manufacturing equipment for the Manufacture of Wafers if necessary for the Manufacture of Wafers based on the loading, technology and product mix as manufactured as of the Closing Date. Supplier is responsible to ensure at its cost that it meets the minimum supply obligation under this Agreement at the Plant, so long as Maxim continues to meet its obligations under Section 8.3.

3.2 Maintenance of Quality. Supplier agrees that it will Manufacture all Wafers under this Agreement in accordance with the Manufacturing Requirements for defect density and other quality criteria consistent with the relevant standards at the Plant immediately before the Closing Date, measured using data from [***] to the transfer of the Transferred Assets to Supplier under the Asset Purchase Agreement except for cycle time that will be calibrated per loading.

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3.3 Wafer Markings. Supplier will mark each Wafer pursuant to the mask designated by Maxim. Notwithstanding the above, it is Maxim’s responsibility to ensure that such designated markings comply with customs authorities and other applicable requirements.

3.4 Lead Time. Supplier will have Lead Times for Delivery based on a reasonable time required to schedule Wafer starts according to a planning procedure (the “Queue Time”) plus the Scheduling Cycle Time.

3.5 Rework. Maxim may issue a Purchase Order requiring Supplier to rework, reconfigure or repackage Deliverables that have been previously accepted by Maxim, whereupon the Parties will negotiate in good faith to establish a reasonable cost and Schedule for Supplier to perform such Service.

3.6 Quality Inspection. At Maxim’s request and with reasonable prior notice, Supplier shall allow Maxim to inspect the Plant and the Services. If Supplier becomes aware of material issues related to (i) a functional problem, (ii) a Specification deviation, or (iii) a performance deficiency, Supplier shall immediately notify Maxim thereof.

3.7 Mandatory Engineering Changes.

3.7.1 Maxim shall notify Supplier in writing of any Mandatory Engineering Change in the form of a MEC Order. Upon receipt of such MEC Order, Supplier shall promptly evaluate the impact thereof, including quality and Regulatory Compliance. Within [***] following the date of the MEC Order, Supplier shall present to Maxim, in writing, the results of Supplier’s evaluation, including all costs associated with implementing the MEC, including required material, resources and personnel. Supplier shall use reasonable efforts to complete the MEC in the time frame specified by Maxim in the applicable MEC Order. Supplier shall start implementing each MEC Order as specified in the Supplier’s response to the MEC Order within [***], subject to Supplier’s approval, provided that Maxim shall bear all extra costs incurred by such MEC Order or resulting from the implementation thereof.

3.7.2 Supplier shall use reasonable efforts to keep Maxim informed during the Term about any issue of which it becomes aware that may require a MEC.

3.8 Supplier shall not make any significant and substantial changes to the technology, machinery, materials, except for in the ordinary course of business, used to Manufacture the Deliverables, excluding changes to machinery that is not used for the volumes Manufactured for Maxim provided that such changes do not result in any meaningful adverse impact on Maxim’s Wafers or their manufacture, including, without limitation, with regard to process control, device performance, quality, and long term reliability, without Maxim’s prior written approval. Supplier shall not make any changes to the manufacturing processes without Maxim’s prior written approval.

3.9 The Parties may agree to implement an improvement in the Plant for general quality and efficiency purposes. In such case, the Parties will share the reasonable costs of implementing such improvement.

4 FORECASTS; PURCHASE ORDERS.

4.1 Forecasts; Minimum Order and Supply Commitments. Once a month during the Term, Maxim will provide Supplier with a non-binding rolling [***] forecast of Maxim’s then-current good faith estimate of its Purchase Orders for Wafers for such [***] period, which shall be for informational purposes only and not be legally binding on Maxim. Starting on January 1, 2016, MIPI agrees to place Purchase Orders in line with the Lead Time for, and purchase, and Supplier shall Manufacture and deliver upon such Purchase Orders in accordance with this Agreement, including, without limitation, the Manufacturing Requirements, at least the minimum quantities of Wafers based on the applicable Moves [***] (the “Minimum Quantities”). Any non-shipment of any Wafers of not more than [***] (if less Wafers are shipped than ordered or if the delivery date is delayed) shall not be a breach of this Agreement nor of Supplier’s minimum supply commitment under this Agreement if caused during the ordinary course of business, including line yield loss and Plant excursions. Supplier, at its sole discretion, will provide Maxim with the additional required Wafers within a reasonable time and invoice Maxim only for the Wafers actually shipped. MIPI shall not be obligated to place any Purchase Orders, and Maxim shall not be obligated to purchase any Wafers, above the Minimum Quantities. Supplier shall not be obligated to supply Wafers in excess of the Minimum Quantities, provided that if: (i) MIPI places Purchase Orders during any calendar quarter of a calendar year [***] in excess of the quarterly Minimum Quantities for such calendar year to be consistent with the Minimum Quantities for such calendar year, Supplier shall supply such excess quantity of Wafers on such Purchase Order, and (ii) MIPI otherwise places a Purchase Order for

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more than the Minimum Quantities, Supplier shall make reasonable efforts to Manufacture and supply MIPI with such excess quantity. Either Party may request a change to such minimum commitments during any given year, which shall be effected by mutual written agreement of the Parties. Any reduction in Supplier’s minimum supply commitment as agreed to by the Parties will also automatically, without need for any notice or additional agreement, result in a corresponding reduction in Maxim’s minimum order commitment for the time during which such reduction is in place.

4.2 Purchase Orders. MIPI will use reasonable efforts to provide Supplier with each Purchase Order in accordance with the Lead Time. A Purchase Order sent to Supplier by email, facsimile transmission or other electronic means shall constitute a writing for all legal purposes and, once accepted by Supplier, will be a binding commitment of Maxim to purchase, and Supplier to sell and supply, the Wafers ordered in such Purchase Order.

4.3 Acknowledgment. Within [***] of Supplier’s receipt of each Purchase Order, Supplier shall accept or reject the Purchase Order by signing and returning it to Maxim via return mail, email, confirmed facsimile, or other electronic means. [***] Supplier will provide FCD for each Deliverable specified in the Purchase Order.

4.4 During the transition period post-Closing, the current methodology implemented at the Plant on the date hereof will be maintained including planning, wafer starts plan and delivery. Maxim will provide a blanket PO that will reflect the wafers start plan and the Supplier will issue invoices for aggregated wafers once a week. This will not change Maxim’s minimum purchase commitment and the supplier commitment to delivery as set forth in Sections 4.1 and 8.3. The Parties will make their best efforts to implement a commercial system that will enable the procedure defined in Sections 4.1, 4.2, 4.3 above.

4.5 Before the [***] of the Closing Date, the Parties will review their procedures with respect to forecasts, issuance of Purchase Orders, acknowledgement and general course of business. The Parties may mutually revise the procedures set forth herein in order to allow the Plant to ramp products of other customers.

4.6 Disruption of Production. For the quantity of Wafers consistent with the Minimum Quantities:

(i) [***] Maxim’s Purchase Orders shall be fulfilled in accordance with the Manufacturing Cycle Time requirements, and

(ii) Supplier shall [***] allow [***] production or delivery of Deliverables for Maxim in accordance with the relevant Manufacturing Requirements.

4.7 Request for Production Holds. So long as Maxim continues to fulfill its take or pay obligations per Section 8.3 (unless Supplier breaches its minimum supply obligation hereunder), and without derogating from such take or pay and such minimum supply obligations:

4.7.1 Supplier agrees to hold production of Deliverables in process for a maximum period of [***] at Maxim’s request for Deliverables that have not been fully verified. Supplier agrees to hold lots for engineering reasons for a period of [***] free of charge.

4.7.2 Requests to hold lots for engineering reasons for a period of more than [***] will be handled pursuant to the Purchase Order cancellation provisions set forth in Section 4.7.1.

4.8 Purchase Order Changes. So long as Maxim continues to fulfill its take or pay obligations per Section 8.3 (unless Supplier breaches its minimum supply obligation hereunder), and without derogating from such take or pay and such minimum supply obligations:

4.8.1 Early Cancellation. Maxim may cancel any Purchase Order at any time prior to Wafer lot start date, and shall reimburse Supplier for the actual price paid by Supplier for any unique materials that Supplier shows through written documentation to have procured especially and only for Maxim and to not be reasonably usable by Supplier otherwise, including, without limitation, for Manufacturing Wafers for Maxim under other Purchase Orders. If Maxim cancels after the Wafer lot start date, Maxim shall pay Supplier a cancellation charge based upon mask layers completed at the time of receipt of the cancellation notice plus the substrate cost actually incurred by Supplier therefor.

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4.8.2 Reschedule Purchase Order. Maxim shall have the right to reschedule any Purchase Order by up to [***] from the FCD (in case of metal mask revision, it could be up to [***] if such rescheduling request is provided to Supplier in writing more than [***] prior to the Delivery Date for any such Purchase Order.

4.9 Electronic Communication. Supplier agrees that the Parties will use electronic means to provide and receive communications relating to this Agreement, including without limitation, purchase orders, invoices, and inventory reporting. Supplier agrees that it will complete Maxim’s EDI Trading Partner Agreement and other documents as reasonably requested by Maxim to enable electronic data exchanges between the Parties. The Parties shall be responsible for their own costs relating to setting up and maintaining such electronic data exchanges.

5 DELIVERY, TITLE AND RISK OF LOSS.

5.1 Risk of Loss. All Deliverables shall be delivered ExWorks (Incoterms 2010) the Plant, and title to and all risk of damage or loss to the Deliverables will pass to Maxim upon delivery to Maxim’s carrier at an industry-standard loading dock permitting reasonable loading of the Wafers at the Plant’s gate upon such carrier’s arrival during normal business hours at the Plant.

5.2 Delivery Schedule. Delivery shall conform to the FCD for each Purchase Order. [***].

6 PACKING AND SHIPMENT.

Deliverables will be shipped as specified on the applicable Purchase Order. Supplier will package and label Deliverables, prepare a packing list for a shipment of Deliverables, and have copies of such packing list be sent to Maxim via electronic transmission, together with the invoice, as well as accompany such shipment, all as and to the same extent as is generally done at the Plant immediately before the Closing Date. Supplier shall: (i) arrange for shipping taking into account the Delivery Date; and (ii) issue shipping documentation with the address as to where to ship the Deliverables as specified in the applicable Purchase Order.

7 INSPECTION AND ACCEPTANCE.

7.1 Deliverable Inspection. Maxim shall have the right to inspect Deliverables at any time for a period of [***] following Delivery (the “Inspection Period”). Supplier will reasonably assist in such inspection and testing. If written acceptance or rejection is not received by Supplier for any Deliverables within the Inspection Period, Maxim shall be deemed to have accepted such Deliverables on the [***]following Delivery, without limiting any rights and remedies of Maxim for any defects, whether known or unknown (“Final Acceptance”).

7.2 Repeat Non-Conformance. If Maxim elects to receive a replacement or modified Deliverable, the procedure specified in Sections 7.1 and 11.1 shall apply to such replaced or modified Deliverable. [***].

7.3 Epidemic Defects. For the purposes of this Agreement, an “Epidemic Defect” will be considered to exist when [***] of the Wafer Population (as defined below), or [***], whichever is greater, exhibits a substantially similar failure that is shown through root cause analysis to have been based on the same failure that is attributable to Supplier that is due to one or more similar material defects in materials and/or workmanship, product recalls or safety defects.  “Wafer Population” shall mean production Wafers that are fabricated in the same technology node during any [***]. If at any time during the Term and directly attributable to Supplier, an Epidemic Defect occurs, then, in addition to the remedies set forth in Sections 7.1 and 7.2 and subject to any other rights or remedies under this Agreement, Supplier shall, within [***] of Maxim notifying Supplier of such Epidemic Defect,provide a plan of action to correct such Epidemic Defect (the “Plan of Action”), which shall include [***]. Maxim shall then accept or reject such Plan of Action and in the case of rejection, shall provide a reasonably detailed explanation for such rejection. Maxim may not unreasonably reject the Plan of Action. If Maxim accepts the Plan of Action, Supplier shall carry out such Plan of Action. If Maxim rejects such Plan of Action, the Parties shall define a joint Plan of Action together. The Parties agrees that [***]. Supplier and Maxim will engage in good-faith discussions regarding any Epidemic Defects. [***].

7.4 Process Control Information. Upon Maxim’s written request, to the extent feasible based on the existing systems and database, Supplier shall provide to Maxim process control information reasonably related to the Deliverables and/or the Services, including process and electrical test yield results, current process specifications,

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calibration schedules and logs for equipment, environmental monitor information for air, gases and DI water, documentation of operator qualification and training, documentation of traceability, process verification information, trouble reports and other data, documentation and information reasonably requested by Maxim.

8 PRICE; PAYMENT.

8.1 Pricing.

8.1.1 During the Term, Supplier shall supply any Wafers to Maxim under this Agreement at a price [***] (the “Price”) [***].

8.1.2 The Price excludes any and all applicable sales, use, value added, excise and/or withholding taxes. Supplier shall receive a current resale certification applicable to the Wafers to be supplied hereunder. To the extent actually collected in connection with any transaction hereunder, all such taxes, fees and other charges shall be paid by Maxim to the relevant authorities by the Party obligated to pay such tax under applicable law. The Price and the compensation for silicon raw material [***] is and shall be Supplier’s sole consideration under this Agreement for any Wafers. [***]. Maxim shall provide the Supplier with special materials required for the Manufacturing of Wafers, including [***] for the amount in excess of historic usage.

8.1.3 All Prices under this Agreement are, and shall be invoiced and paid in, U.S. dollars. If and to the extent that Maxim requests Services other than Manufacturing from Supplier (e.g., tapeout, engineering experiments, design, and other NRE services), and the Parties agree on the provision of such Services and the compensation therefor in a written agreement signed by each Party through its authorized representative, the agreed-upon compensation for such Services are in addition to the Price, and in addition to Maxim’s take or pay obligation set forth in this Agreement.

8.2 [***].

8.3 Take-or-Pay Agreement.

8.3.1 Starting on the later of (i) January 1, 2016 or (ii) Closing Date, as long as Supplier materially meets its obligations to deliver Wafers (with “materially” meaning that, during a calendar quarter, Supplier would not materially meet its obligations if [***] to be delivered by Supplier to Maxim under this Agreement during such calendar quarter is not delivered) (so long as such non-delivery is not due to Maxim’s fault)) in the amount purchased by MIPI in accordance with Parties’ obligations under Section 4.1, Maxim shall purchase from Supplier quantities of Wafers based on the quantity of Moves in accordance with the minimum order obligation under Section 4.1 and pay to Supplier, during a given calendar year, [***].

8.3.2 In the event that the Closing Date will be after January 1, 2016, the Quarterly Minimum Payments, and Maxim’s take or pay obligation under this Section 8.3, will be prorated for the time between January 1, 2016 and the Closing Date. In the event Supplier manufactures Moves within [***] its minimum supply obligation under Section 4.1 during a calendar quarter, Maxim’s take or pay obligations on an annual basis as set forth in Section 8.3 below shall remain unchanged and stay in effect, [***].

8.3.3 The minimum quantities of Wafers to be purchased by MIPI during each calendar quarter of a given year shall be that quantity corresponding to [***] (the “Quarterly Minimum Quantity”), except that, if Maxim actually purchases during any calendar quarter of a given year [***], the Quarterly Minimum Quantity, Maxim shall pay the full Quarterly Minimum Payment, provided that, [***], subject to Maxim complying with its annual obligations under the take or pay agreement in this Agreement to order Wafers corresponding to the aggregate quantity of Moves for such calendar year [***]. For clarification, in case there is a quarter which is [***], however, during said calendar year, no additional quarter will be [***].

8.3.4 If Maxim purchases and is supplied Wafers during any calendar quarter in a given year in such quantity corresponding to Moves that exceed the Quarterly Minimum Quantity for such calendar quarter (the difference between the quantity of such Moves and the Quarterly Minimum Quantity for such calendar quarter being referred to herein as “Excess Overload Quantity”, and Excess Overload Quantity

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multiplied by the Price-per-Move applicable to such calendar quarter being referred to herein as “Excess Overload Payment”), Maxim shall pay for the Price for the supplied Wafers [***].

8.3.5 If Maxim purchases and is supplied Wafers during any calendar quarter in a given year in such quantity corresponding to Moves that is less than the Quarterly Minimum Quantity for such calendar quarter (the difference between the quantity of such Moves and the Quarterly Minimum Quantity for such calendar quarter being referred to herein as “Excess Underload Quantity”, and Excess Underload Quantity multiplied by the Price-per-Move applicable to such calendar quarter being referred to herein as “Excess Underload Payment”), Maxim shall pay the Quarterly Minimum Payment owed under this Agreement for such calendar quarter [***].

8.3.6 Notwithstanding the foregoing, as long as Supplier materially meets its obligation to deliver purchased Wafers in no less than quantities ordered by MIPI from Supplier in accordance with the minimum supply obligation under Section 4.1 and the Manufacturing Requirements, Maxim must comply with the payment obligation under the terms of the take or pay agreement herein during each year equal to the applicable Quarterly Minimum Payment multiplied by four (4), and in the event that any amount of such payment owed is not satisfied, Maxim shall pay the deficit amount to Supplier within thirty (30) days of issuance of the relevant invoice therefor.

8.3.7 [***].

8.3.8 Notwithstanding the foregoing of this Section 8.3 and Section 3.4, if the average cycle time (over a calendar quarter) in the Term exceeds the average cycle time at the Plant before the Closing Date [***], the Quarterly Minimum Payments, and the take or pay obligation, of Maxim for each such calendar quarter will be [***] that is [***], without prejudice to other rights and remedies. [***].

8.3.9 Nothing in this Section 8.3 or in Section 4.1 shall affect any right or remedy of Maxim in the event of Supplier’s failure to deliver any ordered Wafers or Supplier’s delivery of any defective Wafers or any other breach of this Agreement by Supplier.

8.3.10 Nothing in this Section 8.3 or otherwise in this Agreement shall obligate Maxim to purchase or take receipt of any Wafers not ordered by Maxim in any Purchase Order to Supplier, without limiting Maxim’s obligation to pay the amounts owed and due under the take or pay agreement in this Section 8.3.

8.4 Payment Terms. Supplier shall submit any invoice for any Wafers ordered by Maxim upon Delivery of such Wafers to Maxim or for the take or pay obligation under Section 8.3 when it accrues. Maxim will pay all invoices within [***]from the date of issuance of a valid invoice by Supplier for such amounts.

8.5 Pricing [***]. After the [***] of this Agreement, in the event that Maxim believes that the prevailing market rate for the Price-per-Move is [***], the Parties agree to discuss in good faith to [***].

8.6 [***].

9 SERVICES.

9.1 General Support. During the Term, and at no additional cost to Maxim, Supplier shall provide Maxim with reasonable technical support, including by telephone and email, to answer questions and diagnose problems relating to the Wafer. In the event that Supplier needs to send a support technician to Maxim’s facility, if reasonably required, in connection with its support obligation under this Section 9.1, Maxim will reimburse Supplier for all reasonable costs and expenses actually incurred by Supplier in connection therewith, provided that such costs and expenses are preapproved by Maxim in writing.

9.2 Information Delivery. Supplier shall keep Maxim apprised of the status of the development work that is part of any Services on an ongoing basis during project review meetings held on a schedule to be agreed upon by the Parties from time to time, and in any event at least once every month.

9.3 Resources. Supplier agrees to commit the resources and employees necessary to fulfill its obligations under this Agreement.

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10 RECORDS; AUDIT.

Supplier shall maintain complete and accurate records relating to the Deliverables and Services, including all manufacturing, quality and reliability records, Required Regulations, licenses, permits and approvals, invoices, payments and pricing information and documents for [***] (the “Audit Period”). All accounting records shall be maintained in accordance with generally accepted accounting principles, consistently applied. During the Audit Period, Maxim, or its designee, shall have the right to conduct, at its own expense and upon [***] prior written notice to Supplier, periodic audits of such records and/or Plant to the reasonable extent to verify Supplier’s compliance with its obligations under this Agreement. All information obtained during such audit shall be considered to be Confidential Information of Supplier and subject to the confidentiality restrictions set forth in Section 17.

11 WARRANTIES; NON-CONFORMING WAFERS.

11.1 Statement of Warranties.

11.1.1 Supplier warrants to Maxim that for [***] beginning on the date of Final Acceptance of the applicable Deliverable (the “Warranty Period”), the Deliverables [***] (i) shall conform to the Specifications, including any Acceptance Criteria, and (ii) be free from defects in material or workmanship, provided that [***] the Wafers shall be stored in a controlled environment. Any Deliverable not in conformance with such warranty (a “Non-conforming Deliverable”) may be requested to be returned to Supplier by providing written notice to Supplier (a “Defect Notice”). Supplier shall verify such non-conformance in collaboration with Maxim. Maxim will return the Non-conforming Deliverable upon Supplier’s request [***] or, if Supplier agrees in advance, Maxim will provide a certificate certifying the destruction of such Non-conforming Deliverable. Within [***] of receiving a Non-conforming Deliverable with a Defect Notice and additional relevant lead time, provided that the non-conformance is agreed to be related to Supplier, Supplier shall replace the non-conforming Deliverable with a conforming one of such Deliverable. If Supplier fails to do so, Supplier shall credit Maxim’s account for the Price of the Non-conforming Deliverable.

11.1.2 Supplier warrants to Maxim that all Services will be performed in accordance with the Specifications, this Agreement and applicable Schedules and professional standards. If any Service is found non-conforming to said warranty, Maxim shall notify Supplier of the defective Service, and Supplier, at its sole expense, shall re-perform the Service so as to correct such defect within the lead times agreed-upon in this Agreement free of charge to Maxim.

11.1.3 Supplier further warrants to Maxim that title to each Deliverable delivered to Maxim, or its designated common carrier, shall pass to Maxim free and clear of any liens or encumbrances.

11.2 Latent Defects. If during the Warranty Period, Maxim determines that a Latent Defect exists in a Wafer that results in such Wafer being a Non-conforming Deliverable, Maxim will notify Supplier of such defect in writing, and the procedure and provisions set forth in Section 11.1 will apply. Supplier will replace the Wafers having such Latent Defect within the lead times agreed-upon in this Agreement free of charge to Maxim.

11.3 Limitation of Liability. SUPPLIER’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT [***], THE MANUFACTURE, SALE, STORAGE, DELIVERY OR USE OF ANY PRODUCTS OR ANY TRANSACTION OR SERIES OF TRANSACTIONS BETWEEN MAXIM AND SUPPLIER UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDERLYING SUCH CLAIMS, SHALL BE LIMITEDTO (AT SUPPLIERS’ SOLE CHOICE) [***]. WITHOUT LIMITING THE PREVIOUS SENTENCE, IN NO EVENT SHALL SUPPLIER’S LIABILITY [***].

11.4 MAXIM’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT [***].

11.5 FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS OF LIABILITY HEREIN SHALL APPLY FOR LIABILITY [***].

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12 OTHER WARRANTIES & REPRESENTATIONS; COVENANTS.

12.1 Supplier Warranties. Supplier hereby also warrants, represents and covenants to Maxim all of the following:

12.1.1 (i) Supplier is and shall remain a corporation duly organized, validly existing and in good standing under the laws of Delaware with all necessary authority to conduct its business and perform this Agreement; (ii) the individual executing this Agreement is an authorized representative of Supplier with the power to bind Supplier to this Agreement; and (iii) no bankruptcy or insolvency proceeding has been instituted by or against Supplier, and no receiver has been appointed for all or any portion of Supplier’s assets.

12.1.2 Nothing in this Agreement, nor the performance by Supplier of this Agreement, does or will: (i) contravene any provision of Supplier’s organizational documents; or (ii) conflict with any obligation by which Supplier is bound.

12.2 Maxim Warranties. Maxim hereby warrants, represents and covenants to Supplier all of the following:

12.2.1 (i) Maxim US is and shall remain a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, USA, with all necessary corporate power and authority to conduct its business and duly qualified to transact business and perform this Agreement to the full extent contemplated herein; (ii) the individual executing this Agreement is an authorized representative of Maxim US with the power to bind Maxim US to this Agreement; and (iii) no bankruptcy or insolvency proceeding has been instituted by or against Maxim US, and no receiver has been appointed for all or any portion of Maxim US’s assets.

12.2.2 (i) MIPI is and shall remain a corporation, duly organized, validly existing and in good standing under the laws of Ireland, with all necessary corporate power and authority to conduct its business and duly qualified to transact business and perform this Agreement to the full extent contemplated herein; (ii) the individual executing this Agreement is an authorized representative of MIPI with the power to bind MIPI to this Agreement; and (iii) no bankruptcy or insolvency proceeding has been instituted by or against MIPI, and no receiver has been appointed for all or any portion of MIPI’s assets.

12.2.3 Nothing in this Agreement, nor the performance by Maxim or MIPI of this Agreement, does or will: (i) contravene any provision of Maxim’s or MIPI’s organizational documents, respectively; or (ii) conflict with any obligation by which each is bound.

12.2.4 Maxim has the full right and authority to grant the license granted by Maxim to Supplier, and Maxim has not, and will not, grant any right to any third party which would conflict with the rights granted to Supplier.

12.2.5 The Supplier Quality Manual [***] has complied with all Applicable Laws, and is the standard practice at the Plant for at least six (6) months prior to the Closing Date.

12.3 [***].

13 COMPLIANCE.

13.1 Regulatory Compliance. Supplier hereby warrants that the Deliverables will be Regulatory Compliant and will comply with all international environmental standards and regulations, including RoHS (Reduction of Hazardous Substances) and WEEE (Waste Electrical and Electronic Equipment), and Supplier will comply with all Applicable Laws in the implementation of this Agreement. Supplier will comply with the Supplier Quality Manual [***]. Supplier will complete such regulatory and other compliance related forms, questionnaires, certifications and other documents as reasonably requested by Maxim.

13.2 Government Approval and Registration. Each Party agrees to take all necessary steps to gain government approval applicable to such Party’s obligations under this Agreement at its own expense. If any approval or registration of this Agreement (the “Required Registrations”) shall be required by a Party with regard to the obligations of such Party under this Agreement, either initially or at any time during the Term, in order to give this Agreement legal effect in applicable jurisdictions, including, without limitation, the United States and Israel,

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such Party agrees, at its expense, to take whatever steps may be necessary to secure such Required Registration, immediately and prior to commencing any activities that are subject to such approval or registration. The other Party shall provide the required Party all reasonable assistance, at its own expense, to comply with all the regulations and acquire all Required Registrations.

13.3 Export Controls. Each Party will inform the other Party in writing in advance of furnishing to the other Party of any specific product, information or technology which is subject to any export controls promulgated by any applicable government (including, without limitation, the United States government or any agency thereof). For the avoidance of doubt, the Maxim Technology is subject to such export controls. Upon such notification, the receiving Parties:

13.3.1 Shall not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Deliverables, any technical information or any component thereof, or any other items, to any country for which the U.S. Department of Commerce Export Administration Regulations (EAR), U.S. Department of State International Traffic in Arms Regulations (ITAR) or any regulation thereunder, or any other similar law or regulation of United Sates and Israel, requiring an export license or other United States governmental approval, unless the appropriate export license or approval has first been obtained.

13.3.2 Supplier agrees to provide such information, assurances, documentation or take such other steps as reasonably necessary to assist Maxim in obtaining any export licenses, including, but not limited to, if appropriate, execution of end-user certifications, document marking, and supplemental agreements with respect to control and handling of export controlled technology.

13.3.3 In compliance with U.S. regulations regarding Technology and Software under Restriction, subject to and upon Maxim’s reasonable direction and information, Supplier hereby agrees that, without express approval of Maxim (pursuant to issuance of an export license from the Bureau of Industry and Security), Supplier will not reexport or release any Technology, direct product of the Technology, software, or source code related to the Technology provided by Maxim to Supplier to a national of a country specified in Country Groups D:1 or E:2 as set forth in 15 C.F.R. Part 740, Supplement No. 1 and as amended.

13.3.4 None of the Parties shall have any responsibility for delayed delivery or non-delivery resulting from (i) any governmental action under U.S. or other applicable law suspending or revoking a necessary export license or authorization, or (ii) a failure to obtain and maintain all necessary export licenses for the goods to be shipped hereunder. The obligations of the Parties under this Section 13.3 shall be perpetual and shall not terminate upon expiration or termination of this Agreement.

13.4 Compliance with Anti-Corruption and Anti-Boycott Laws and Ethical Practices. Neither Party will engage in corrupt practices, including public or private bribery or kickbacks, oract in any way or take any action that will render the other Party liable for a violation of the U.S. Foreign Corrupt Practices Act or U.K. Bribery Act or similar anti-corruption legislation, which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality, to assist either Party in obtaining or retaining business or in carrying out its obligations hereunder.  In addition, neither Party will, directly or indirectly, take any action that would cause the other Party to be in violation of United States anti-boycott laws under the United States Export Administration Act or the United States Internal Revenue Code, or any regulation thereunder. Each Party will complete such anti-bribery, anti-boycott, regulatory and other compliance related forms, questionnaires, certifications and other documents as reasonably requested by the other Party.  Furthermore, neither Party will do business with any entity or person that the other Party believes has engaged in unethical practices.  Each Party expects the other Party to abide by this policy and to conduct its business with the highest ethical standards and not to engage in any activity that results or may result in a conflict of interest, embarrass the other Party, or harm the other Party’s reputation.

14 INTELLECTUAL PROPERTY OWNERSHIP.

14.1 Intellectual Property. Maxim solely owns, and shall solely retain, all rights, title, and interest in and to all Maxim Technology, all Maxim Technology Improvements, and all IP Rights in and to any Maxim Technology and/or Maxim Technology Improvements (the foregoing individually and collectively, the “Maxim IP”). Supplier shall retain all rights, title and interest in and to the Supplier Technology, the Supplier Technology Improvements and all IP Rights in and to any Supplier Technology and/or Supplier Technology Improvements.

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14.2 Maxim Technology Improvements. Maxim shall solely own all Derivations to or from or based on any Maxim Technology (“Maxim Technology Improvements”) and all IP Rights therein and thereto. [***]; its being expressly intended that Maxim shall be the sole owner of all Maxim Technology and Maxim Technology Improvements and all IP Rights therein and thereto. To the maximum extent allowed by Applicable Laws, without limiting the other provisions in this Section 14, all works of authorship and other applicable works developed under this Agreement [***] or upon order for Maxim shall be considered a work-made-for-hire by [***] for Maxim under United States copyright law and Maxim shall own all rights therein.

14.3 Supplier Technology Improvements. Supplier shall own all Derivations to or from or based on Supplier Technology that are neither Maxim Technology nor Maxim Technology Improvements (“Supplier Technology Improvements”) and all IP Rights in to and to such Supplier Technology Improvements.

14.4 Transferred IP. In the event that any intellectual property is created by Supplier during the performance of Services exclusively or upon order for Maxim other than Manufacturing, Supplier hereby agrees to promptly disclose to Maxim any such intellectual property other than a Maxim Technology Improvement (“Transferred IP”), and hereby irrevocably assigns, transfers, and conveys all of its rights, title, and interest in and to the Transferred IP, and all IP Rights therein and thereto, to Maxim [***]. Upon such assignment of all rights, title, and interest in and to the Transferred IP, Maxim shall grant Supplier a perpetual, irrevocable, nonexclusive, royalty-free license to use all such Transferred IP with no limitations. In the event Supplier designs, develops, authors, creates, or acquires any intellectual property that is neither a Maxim Technology Improvement nor a Transferred IP, it and all IP Rights therein shall be solely owned by Supplier.

14.5 Ownership of Third Party Materials. Maxim may provide to Supplier certain Technology or intellectual property that is owned by third parties and licensed to Maxim (the “Third Party Intellectual Property”). Notwithstanding anything express or implied in this Agreement, such third party owners shall retain all rights, title and interest in and to such Third Party Intellectual Property including all underlying IP Rights. MAXIM DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO ANY INTELLECTUAL PROPERTY, TECHNOLOGY OR INFORMATION PROVIDED BY OR OWNED BY ANY THIRD PARTY.

14.6 Further Assistance. The Parties agree to execute all applications, assignments or other documents of any kind and take all other legally necessary steps under the law of any applicable jurisdiction including the United States, Israel, or any treaty regime, at the expense of the requesting party, in order to apply for, obtain, protect, perfect or enforce the requesting Party’s rights, title, and interest in the requesting Party’s intellectual property as specified herein.

14.7 Reservation of Rights. Maxim does not, and nothing in this Agreement or the Asset Purchase Agreement shall be interpreted that Maxim does, transfer, assign, convey, or grant any right, title, interest, license (except solely for and to the extent of the express limited licenses in Section 15), lien, or encumbrance in or to any Maxim IP to Supplier or any third party under or in connection with this Agreement or the Asset Purchase Agreement or any performance hereunder or thereunder. Neither the delivery of any Maxim Technology, Maxim Technology Improvements, or other Maxim intellectual property, nor any provision of this Agreement or the Asset Purchase Agreement, shall be construed to grant to Supplier either expressly, by implication or otherwise, any license under any IP Rights of Maxim other than the extent of the limited licenses granted in Section 15. Supplier shall not challenge Maxim’s sole ownership of or claim any ownership right to, or assert or seek to invalidate or make unenforceable any IP Rights in, or any ownership or other proprietary rights of Maxim in, any of the Maxim Technology, the Maxim Technology Improvements, or in any element, derivation, adaptation or variation thereof, or any IP Right in or to any of the foregoing. If and to the extent that Supplier or any of its employees or any of its contractors under this Agreement owns or holds any right, title, interest, license (other than to the extent of the express limited licenses to Supplier in Section 15), lien, or encumbrance, or any contractual or other right of any kind thereto, in or to any Maxim IP, Supplier hereby assigns, transfers, and conveys, and shall cause such employees and contractors to assign, transfer, and convey, to Maxim all such rights, title, interest, licenses, lien, or encumbrance, or such contractual or other right [***] effective immediately.

14.8 Trademarks. Each Party hereby agrees that it shall not use or seek to register anywhere in the world any of the other Party’s trademarks, logos, trade names, service marks or service names, URLs, e-mail addresses, domain names or business names used or owned by such Party or any of its affiliates (the “Trademarks”), or any other name, symbol or mark confusingly similar to any Trademark, for any purpose, whether in the Party’s

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URL, name, internet address or site, business card or other means of identification. Each Party expressly agrees not to challenge the ownership or validity of any of the other Party’s Trademarks.

15 MAXIM TECHNOLOGY LICENSES.

15.1 Licensed Technology. Maxim represents that the Licensed Technology required for the Manufacture of Wafers under this Agreement is already, in its entirety, located and existing at the Plant.

15.2 License to Maxim-Designated Licensed Technology. Subject to the terms of this Agreement, Maxim hereby grants to Supplier, during the Term, a non-exclusive, royalty-free and fully paid-up, non-assignable, non-transferable, indivisible, limited right and license (with no right to sublicense or grant the right to sublicense, directly or indirectly) to use the Maxim-Designated Licensed Technology [***] during the Term and solely for the limited purpose of Manufacturing and supplying the Deliverables to Maxim pursuant to this Agreement, but not for any other purpose, including, without limitation, any Fabrication for any person other than Maxim.

15.3 License to Operational Licensed Technology and Licensed Software.

15.3.1 Subject to the terms of this Agreement, Maxim hereby grants to Supplier, during the Term, except solely as stated in Section 15.3.2, a non-exclusive, royalty-free and fully paid-up, non-assignable, non-transferable, indivisible, limited right and license (with no right to sublicense or grant the right to sublicense, directly or indirectly) to use the Operational Licensed Technology and the Licensed Software [***] solely for, and as necessary for, Manufacturing and supplying the Deliverables to Maxim pursuant to this Agreement or for other Fabrication of integrated circuits on silicon or other semiconductor material [***] for other customers.

15.3.2 The license under Section 15.3.1 to Operational Licensed Technology and Licensed Software will survive the end of the Term in the event of expiration of this Agreement, an early termination by Maxim under Section 16.2(i) or early termination by Supplier under Section 16.3. Such license shall terminate only if Maxim terminates this Agreement under Section 16.2(ii) or Section 16.3.

15.4 Limitations. Supplier shall not (i) alter, modify, translate or adapt any Maxim Technology or create any Derivations therefrom or use any Maxim Technology for any development, design, or research purposes or activities, other than solely as necessary for the Manufacture of Wafers hereunder (for Maxim Technology); (ii) reproduce or duplicate any Maxim Technology without the prior written consent of Maxim; (iii) assign, sublicense or otherwise transfer any of the Maxim Technology; (iv) use the Maxim Technology, except as specifically licensed in this Agreement; (v) use the Licensed Technology for any purpose, other than the purpose as set forth therefor in Section 15.2 (for Maxim-Designated Licensed Technology) or Section 15.3 (for Operational Licensed Technology and Licensed Software) (the “Purpose”); (vi) de-compile, reverse engineer, disassemble or otherwise seek to reveal the trade secrets or know-how underlying any Maxim Technology; (vii) combine any Maxim Technology with any other Technology, except as necessary for the Manufacturing (for Maxim-Designated Licensed Technology or Operational Licensed Technology or Licensed Software) or other Fabrication (for Operational Licensed Technology or Licensed Software only); or (viii) disclose the Maxim Technology, or any underlying IP Rights therein or component thereof, to any third party.

15.5 Proprietary Notices. Supplier shall fully reproduce on each Deliverable any and all copyright, patent and other proprietary right notices provided by Maxim and not remove any proprietary notices, markings or other legends from the Maxim Technology or any accompanying documentation.

16 TERM.

16.1 Term. Subject to an earlier termination of this Agreement under Sections 16.2, 16.3, or 16.4, this Agreement shall commence upon the Closing Date and continue for a period of [***] (the “Initial Term”) and automatically renew for consecutive [***] terms on the same terms and conditions that apply to the last year of the relevant Term (each, a “Renewal Term”) at the end of the Initial Term or any Renewal Term, unless each Party gives the other Party a written notice of termination of this Agreement at least [***] before the end of the Initial Term or any Renewal Term.

16.2 Termination for Convenience. Maxim may terminate this Agreement: (i) at any time for convenience upon [***] prior written notice of termination to Supplier, or (ii) by written notice of termination to Supplier upon a

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Change Event (as defined in the Asset Purchase Agreement), in which case Maxim’s take or pay obligations under Section 8.3 shall be fulfilled by Maxim until the effective date of such termination under the terms of this Agreement under either (i) or (ii) above, and subject to and without limiting Maxim’s right of first offer under the Asset Purchase Agreement.

16.3 Termination for Cause. Either Party may terminate this Agreement by written notice of termination to the other Party upon (i) a material breach of this Agreement of such other Party that is: (aa) if such other Party is (A) Maxim, solely Maxim’s non-payment to Supplier of any material amount owed and due under this Agreement to Supplier, or (B) Supplier, solely the material non-delivery or material non-conforming delivery of Wafers (with “material” meaning that [***] or more of Wafers to be delivered by Supplier to Maxim under this Agreement during a calendar year are not delivered due to Supplier’s fault), and (bb) reasonably identified in such notice of termination, which termination shall be effective at the end of sixty (60) days from such notice unless such material breach is cured before the end of such sixty (60)-day period; (ii) effective immediately upon a material breach of Sections 14 (“Intellectual Property Ownership”), 15 (“Licenses”), or 17 (“Confidential Information”) by such other Party, provided, however, that in the event that Maxim continues to make the minimum payments owed by Maxim under the take or pay obligations under Section 8.3, Supplier may not terminate this Agreement pursuant to this Section 16.3; or (iii) such other Party (a) becomes insolvent; (b) admits in writing its insolvency or inability to pay its debts or perform its obligations as they mature; or (c) makes an assignment of all or substantially all of its assets for the benefit of creditors. Termination of this Agreement by a Party shall not limit or restrict any right of such Party to damages or other remedy. Notwithstanding to the contrary, the Parties agree that termination of this Agreement shall be the last resort in the event of any of the foregoing events and that, prior to a Party’s giving any written notice of termination under this Section 16.3, the Parties shall, in good faith, discuss the reason for such potential termination and seek to resolve such reason without termination.

16.4 Effect of Termination. Upon any termination or expiration of this Agreement for any reason:

16.4.1 Confidential Information. Each Recipient (as defined below) agrees to return to Discloser (as defined below) or destroy all tangible items then in its possession or under its control constituting or containing the Confidential Information of Discloser, including any and all copies thereof.

16.4.2 Inventory. Maxim shall purchase Wafers Manufactured by Supplier pursuant to confirmed Purchase Orders that are either finished goods or work-in-progress prior to the termination or expiration date hereof.

16.4.3 Licenses. The licenses granted herein shall terminate and expire immediately on, and shall not survive, the termination or expiration of this Agreement for any reason, except for the licenses granted in Section 14.2 and in Section 15.3 only if and as stated therein.

16.4.4 Transitional Cooperation. Supplier agrees to provide to Maxim or its designee, all reasonable cooperation and assistance, for a period of up to [***] following the date of expiration or termination of this Agreement in order to facilitate Maxim’s transition to a new supplier.

16.4.5 Survival. Sections 1 (“Exhibit”), 2 (“Definition”), 4.4 (“Disruption of Production”), 4.6 (“Purchase Order Changes”), 7 (“Inspection and Acceptance”), 8 (“Price; Payment”), 10 (“Records; Audit”), 11 (“Product Warranties; Non-Conforming Products”), 13 (“Compliance”), 14 (“Intellectual Property Ownership”), 15.3.1 (“License to Operational Licensed Technology and Licensed Software”) only if and as stated in Section 15.3.2, 17 (“Confidential Information”), 18 (“Indemnification”), and 20 (“Miscellaneous”), and this Section 16.5, shall survive the expiration or termination of this Agreement for any reason.

17 CONFIDENTIAL INFORMATION.

17.1 Confidential Information. In connection with this Agreement, the Parties may disclose to each other certain confidential and proprietary information (“Confidential Information”), and each Party recognizes the value and importance of the protection of the other’s Confidential Information. All Confidential Information of one Party (the “Discloser”) that is disclosed to the other Party (the “Recipient”) shall remain the sole property of Discloser (or its licensors), which shall own all rights (including, without limitation, IP Rights), title, and interest in and to Discloser’s Confidential Information. Only information which is identified as confidential pursuant to the next paragraph shall be deemed Confidential Information hereunder; exceptthat: (i) Supplier acknowledges

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and agrees that (without limiting the generality of the foregoing) the Specifications, Maxim Technology, Maxim Technology Improvements, and all business, financial, customer or technical information disclosed by Maxim in connection with this Agreement, constitutes Maxim’s Confidential Information, which must be treated as such hereunder by Supplier, and (ii) Maxim acknowledges and agrees that the Supplier Technology, Supplier Technology Improvements, and all business, financial, customer, process or technical information disclosed by Supplier in connection with this Agreement, constitute Supplier’s Confidential Information, which must be treated as such by Maxim.

17.2 Identification. A Discloser may designate information as confidential by: (i) marking written information or other tangible media as “Confidential” or with a similar legend prior to disclosure; (ii) indicating in the visual display of information that such information is confidential; (iii) identifying oral information as confidential at the time of disclosure to Recipient; or (iv) notifying Recipient in writing prior to disclosure that certain specifically identified types of information are considered to be confidential.

17.3 Non-Disclosure. Each Recipient agrees that at all times, and notwithstanding the expiration or termination for any reason of this Agreement, it will hold in strict confidence and not disclose to any third party Discloser’s Confidential Information. Recipient will use the Confidential Information only for the purpose of performing its obligations under this Agreement, and not for any other purpose, whether for Recipient’s own benefit or the benefit of any third party. Without limiting the generality of the foregoing, each Recipient shall: (i) keep Discloser’s Confidential Information in a safe and secure location; and (ii) only permit access to Discloser’s Confidential Information to those of Recipient’s employees, authorized representatives, financial, accounting or legal advisors having a need to know and who, prior to obtaining such access, are bound by a written and legally enforceable confidentiality agreement with provisions to protect Discloser’s Confidential Information at least as restrictive as those contained herein. Each Recipient shall execute any documents and otherwise shall take all necessary steps to ensure that Discloser shall be able to enforce Discloser’s rights hereunder against Recipient, including its employees or representatives, under the laws of each jurisdiction in which Discloser’s Confidential Information is disclosed by Recipient. Recipient shall be liable for any breach of this Section 17 by Recipient’s employees or authorized representatives.

17.4 Notification. Recipient shall immediately notify Discloser upon discovery of any loss or unauthorized disclosure of Discloser’s Confidential Information.

17.5 Exceptions. Recipient’s obligations under this Agreement with respect to any portion of Discloser’s Confidential Information shall not apply to information that Recipient can prove: (i) is or subsequently becomes publicly available without breach of any obligation owed to Discloser; (ii) became known to Recipient prior to Discloser’s disclosure of such information to Recipient; (iii) became known to Recipient from a source other than Discloser, and without breach of any obligation of confidentiality owed to Discloser; (iv) is used by Recipient to the limited extent necessary to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement; or (v) is disclosed to comply with accounting, United States Securities and Exchange Commission (SEC) or any Applicable Law or was communicated in response to a valid order by a court or other governmental body, by subpoena, law or other such rules, or was necessary to establish the rights or obligations of either Party under this Agreement and such disclosure complies with the requirements set forth below.

17.6 Notification of Disclosure. If Recipient is required to disclose any of Discloser’s Confidential Information pursuant to Section 17.5, Recipient will promptly provide Discloser with written notice of the applicable subpoena or Applicable Law so that Discloser may seek a protective order or other appropriate remedy. The Recipient and its representatives will cooperate fully with Discloser to obtain any such protective order or other remedy. If Discloser elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that Recipient disclose Confidential Information, then Recipient may disclose such Confidential Information only to the minimum extent required.

17.7 Reproduction and Ownership. Confidential Information shall not be reproduced or used in any form or for any purpose except as required to implement this Agreement. Any reproduction by Recipient of any of Discloser’s Confidential Information shall remain the property of Discloser and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other Party.

17.8 Enhanced Documentation Control System. The Parties will set up a document control system that will be treated as Confidential in nature. Maxim will have the option to define enhanced protection requirements to

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Supplier for its most sensitive Maxim Technology, as may be feasible within said system’s limitations, and Maxim will bear all costs related to implementation of such enhanced protection requirements.

18 INDEMNIFICATION.

18.1 Indemnification by Supplier. Supplier agrees to indemnify, defend and hold Maxim, including its officers, directors and employees, harmless from and against, any and all claims, demands, suits, proceedings, judgments, awards, penalties, damages, liabilities, costs and other expenses (including legal and expert fees) finally awarded in a non-appealable judgment rendered by a court or administrative body, or agreed to in a written settlement signed by Supplier, solely arising out of or resulting from: (i) [***]; or (ii) any claim of direct infringement of any third party’s IP Right(s) by any use of any Supplier Technology, Supplier Technology Improvements, or Supplier’s IP Rights (other than any infringement related to the Maxim-Designated Technology and Maxim Technology Improvements and Operational Licensed Technology for which Maxim is liable for indemnity to Supplier under Section 18.2), all as specified in Section 11.3. Supplier will have full control over, and Maxim will cooperate with and provide all reasonable assistance (at Maxim’s expense) to support Supplier in the defense and settlement of the Claim. Maxim will notify Supplier of the Claim within three (3) business days of Maxim’s receipt of the Claim. Supplier will have no liability or obligation under this Section 18.1 with respect to any Claim to the extent it is (a) based upon the combination of Supplier or Maxim Technology with any parts, materials, components, products, processes, devices, hardware, or software provided by Maxim; (c) based upon any modification to or derivatives of the Supplier or Maxim Technology made by Maxim; (d) based upon third party parts, materials, components, products, processes, devices, hardware, or software; (e) based upon adherence or compliance by Supplier with specifications or instructions from Maxim; (f) based upon continuing infringement by Maxim after Supplier has provided Maxim with a non-infringing substitute for the accused Supplier or Maxim Technology, or (g) made in response to a claim, action, or threatened action by Maxim or on behalf of Maxim.

18.2 Indemnification by Maxim. Without limiting any of Maxim’s indemnification obligations under the Asset Purchase Agreement, Maxim agrees to indemnify, defend and hold Supplier harmless from and against, any and all settlement amounts, damages, costs, and other expenses finally awarded in a non-appealable judgment rendered by a court or administrative body, or agreed to in a written settlement signed by Maxim, solely arising out of or resulting from: (i) any claim of direct infringement of any third party’s IP Right(s) by any use of any (aa) Maxim-Designated Technology, and any Maxim Technology Improvements or (bb) any Operational Licensed Technology as provided by Maxim to Supplier if and to the extent, but only if and to the extent, such claim of infringement arises from any Wafer that Supplier made for and delivered to Maxim and not from any Wafer that Supplier made for itself or any of its Affiliates or made for or delivered to any third party, under this Agreement, or (ii) Maxim’s material breach of any of its obligations under this Agreement as specified in Section 11.4 (“Claim”). Maxim will have full control over, and Supplier will cooperate with and provide all reasonable assistance (at Supplier’s expense) to support Maxim in the defense and settlement of the Claim. Supplier will notify Maxim of the Claim within three (3) business days of Supplier’s receipt of the Claim. Maxim will have no liability or obligation under this Section 18.2 with respect to any Claim to the extent it is (a) based upon use of Maxim Technology or Maxim Technology Improvements (“Maxim Indemnified Technology”) outside the license thereto under Section 15.2 or the Purpose or in violation of this Agreement; (b) based upon the combination of Maxim Indemnified Technology with any parts, materials, components, products, processes, devices, hardware, or software not provided by Maxim; (c) based upon any modification to or derivatives of the Maxim Indemnified Technology not made by Maxim; (d) based upon third party parts, materials, components, products, processes, devices, hardware, or software; (e) based upon adherence or compliance by Maxim with specifications or instructions from Supplier; (f) based upon continuing infringement by Supplier after Maxim has provided Supplier with a non-infringing substitute for the accused Maxim Indemnified Technology, or (g) made in response to a claim, action, or threatened action by Supplier or on behalf of Supplier.

19 MISCELLANEOIUS.

19.1 Relationships. The relationship between the Parties under this Agreement is solely that of independent contractors, and neither Party is a partner, employer, employee, owner, agent, franchisor, franchisee, joint venturer or representative of the other Party. Neither Party is authorized or empowered to represent the other Party, nor to transact business, incur obligations or buy goods in the other Party’s name or for the other Party’s account. This Agreement does not constitute, and shall not be deemed to constitute, a joint venture or partnership between the Parties, and neither Party shall be deemed to be an agent of the other Party, or have authority to bind, obligate or make an agreement for the other Party.

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19.2 Assignment. Neither Party may assign or delegate or subcontract, by operation of law or otherwise, any of its rights or obligations under this Agreement to any third party without the other Party’s prior written consent. Any such attempted assignment or delegation shall be null and void.

19.3 [***].

19.4 Non-Exclusivity. Nothing expressed or implied in this Agreement shall be deemed to restrict either Party’s right or ability, whether during the Term or any time thereafter, to (i) directly or indirectly sell, license, use, promote, market, exploit, develop or otherwise deal anywhere in any product of service of any kind; or (ii) enter into any business arrangement of whatever nature or description with any other entity in any location.

19.5 Governing Law; Jurisdiction. This Agreement shall be governed, construed and enforced, in all respects, solely and exclusively by the laws of California, United States of America, without giving effect to its conflict of laws principles. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly waived by the Parties and does not apply to the interpretation or enforcement of this Agreement. If there is a dispute between the Parties, the Parties agree that they will first attempt to resolve the dispute through one senior management member of each Party named as a representative of the Party to resolve the dispute.  If they are unable to do so within sixty (60) days after the complaining Party’s written notice to the other Party, either Party may commence litigation in the exclusive jurisdiction and venue of a court of competent jurisdiction in Santa Clara County, California, United States of America. Each Party hereby (i) agrees to submit to the exclusive jurisdiction of such court, (ii) agrees to appear in any such action, (iii) consents to the jurisdiction and venue of such court and (iv) waives any objections it might have as to venue in any such court. Service of process may be made in any action, suit or proceeding by mailing or delivering a copy of such process to a party at its address and in the manner set forth in the notice section hereof. Any judgment or award by such court may be entered and enforced by any court whenever located, with proper jurisdiction upon the applicable Party or its assets. All proceedings should be conducted in the English language.

19.6 Agreement Language is English. The Parties acknowledge that this Agreement is drafted and executed in, and shall be solely governed by, the English language, which shall control, in all respects, the construction and interpretation of this Agreement.

19.7 Force Majeure. Any delay and/or failure in performance shall not be deemed a breach hereof when such delay or failure is caused by or due to causes beyond the reasonable control and without negligence of the Party charged with such performance hereunder, including, but not limited to, fire, earthquake, flood, accidents, explosions, acts of God and acts of governmental authority or acts of war, power outages, power shortages, acts of terrorism, or acts of a civil or military authority (“Force Majeure”). The Party claiming Force Majeure shall notify the other Party, in writing, within [***] after the occurrence of the Force Majeure event specifying the nature and anticipated duration of the delay. Supplier shall use reasonable efforts to avoid or minimize the effects of delay or non-performance and the Schedule shall be amended to take into account the delay caused by the Force Majeure event. During any Force Majeure event, Maxim’s obligations under Section 8.3 shall be suspended. Notwithstanding the foregoing, in the event any delay extends for a period of more than [***], or any agreed upon extension, Maxim shall have the right to procure Wafers from another supplier in order to meet its Customer requirements, but without limiting Maxim’s rights related to a Force Majeure-based Change Event under the Asset Purchase Agreement.

19.8 Time of Essence. TIME IS OF THE ESSENCE IN THE PERFORMANCE OF SUPPLIER’S OBLIGATIONS UNDER THIS AGREEMENT.

19.9 Notices. Except as otherwise expressly provided herein, any notice required or permitted by this Agreement shall be in writing and shall be delivered in person or by Federal Express or other reputable overnight courier, with notice deemed given upon written verification of receipt as evidenced by the courier’s delivery record. All notices must be in English and shall be sent to the addresses set forth below or to such other address as either Party may specify in writing from time to time.

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If to Maxim US:	If to Supplier:
MAXIM INTEGRATED PRODUCTS, INC. 160 Rio Robles San Jose, California 95134 United States of America Attn: Legal Department If to MIPI: MAXIM INTEGRATED PRODUCTS, INTERNATIONAL LTD. Beaver House, Beech Hill Office Campus, Clonskeagh, Dublin 4 Republic of Ireland Attn: Legal Department	TJ Texas, Inc. 9651-9655 Westover Hills Blvd. San Antonio, Texas 78251 United States of America

19.10 Headings. The headings in this Agreement are for convenience only and will not be construed to affect the meaning of any provision of this Agreement.

19.11 Conflicting Terms. The terms set forth in this Agreement shall prevail over all preprinted or other terms set forth on any Purchase Order or acknowledgment of Purchase Order.

19.12 Interpretation. Any ambiguity in this Agreement shall be interpreted equitably without regard to which Party drafted the Agreement or any provision thereof.

19.13 Entire Agreement. This Agreement, together with the Exhibits, and the Asset Purchase Agreement and Transition Services Agreement (to the extent referenced herein) constitute the sole, final and entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements, understandings and representations whether oral or written and whether or not executed by Maxim and Supplier. No modification, variation, amendment or other change may be made to this Agreement or any part thereof unless set forth in a written agreement identified as an amendment to this Agreement and signed by each Party through its authorized representative.

19.14 Non-Waiver; Remedies. A Party’s delay or failure to enforce at any time any provision of this Agreement shall not constitute a waiver of such right thereafter or of any other right or remedy. The rights and remedies provided to each Party herein are cumulative and in addition to any other rights and remedies available to such Party at law or in equity.

19.15 Severability. If one or more provisions in this Agreement are ruled entirely or partly invalid or unenforceable by any court or governmental authority of competent jurisdiction, then: (i) the validity and enforceability of all provisions not ruled to be invalid or unenforceable shall remain unaffected; (ii) the effect of such ruling shall be limited to the body making the ruling; (iii) the provision(s) held wholly or partly invalid or unenforceable shall be deemed amended, and the Parties shall reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the Parties’ intent as manifested herein; and (iv) if the ruling, or the controlling principle of law or equity leading to the ruling, is subsequently overruled, modified, or amended, then the provision(s) in question, as originally set forth in this Agreement, shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.

19.16 Counterparts. This Agreement may be executed in counterparts, by confirmed facsimile, or both, each of which will be considered an original, but all of which together will constitute the same instrument.

(signature page follows)

19

In WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Agreement as of the date written below.

MAXIM INTEGRATED PRODUCTS, INC.		TJ TEXAS, INC.
By:	/s/ Mark Casper	By:	/s/ Rafi Mor
Name:	Mark Casper	Name:	Rafi Mor
Title:	Vice President & Secretary	Title:	CEO
Date:	November 18, 2015	Date:	November 18, 2015
MAXIM INTEGRATED PRODUCTS
INTERNATIONAL, LTD
By:	/s/ Colm Greaves
Name:	Colm Greaves
Title:	Director, Customer Operations
Date:	November 18, 2015
Place of Signature:	Dublin, Ireland

20

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Tunc Doluca, certify that:

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:	January 22, 2016	/s/ Tunc Doluca
		Tunc Doluca
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Bruce E Kiddoo, certify that:

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:	January 22, 2016	/s/ Bruce E. Kiddoo
		Bruce E. Kiddoo
		Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

In connection with the periodic report of Maxim Integrated Products, Inc. (the "Company") on Form 10-Q for the period ended December 26, 2015 as filed with the Securities and Exchange Commission (the "Report"), I, Tunc Doluca, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

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.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date: January 22, 2016

By:	/s/ Tunc Doluca
	Tunc Doluca President and Chief Executive Officer

This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.

EX-32.2

Exhibit 32.2

CERTIFICATE OF CHIEF FINANCIAL OFFICER

In connection with the periodic report of Maxim Integrated Products, Inc. (the "Company") on Form 10-Q for the period ended December 26, 2015 as filed with the Securities and Exchange Commission (the "Report"), I, Bruce E. Kiddoo, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

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.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date: January 22, 2016

By:	/s/ Bruce E. Kiddoo
	Bruce E. Kiddoo Senior Vice President and Chief Financial Officer

This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.

XML

Document and Entity Information Document - shares	6 Months Ended
	Dec. 26, 2015	Jan. 15, 2016
DEI [Abstract]
Entity Registrant Name	MAXIM INTEGRATED PRODUCTS INC
Entity Central Index Key	0000743316
Trading Symbol	MXIM
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 26, 2015
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--06-25
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		286,398,344

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 26, 2015	Jun. 27, 2015
Current assets:
Cash and cash equivalents	$ 1,648,518	$ 1,550,965
Short-term Investments	124,955	75,154
Total cash, cash equivalents and short-term investments	1,773,473	1,626,119
Accounts receivable, net	231,180	278,844
Inventories	274,741	288,474
Deferred tax assets	0	77,306
Other assets current	47,235	49,838
Total current assets	2,326,629	2,320,581
Property, plant and equipment, net	770,548	1,090,739
Intangible assets, net	202,877	261,652
Goodwill	490,648	511,647
Other assets noncurrent	64,105	35,557
Assets Held-for-sale, Not Part of Disposal Group, Current	82,674	8,208
TOTAL ASSETS	3,937,481	4,228,384
Current liabilities:
Accounts payable	74,145	88,322
Income taxes payable	32,528	34,779
Accrued salary and related expenses	129,208	181,360
Accrued expenses	47,303	48,389
Deferred income on shipments to distributors	32,067	30,327
Total current liabilities	315,251	383,177
Long term debt	1,000,000	1,000,000
Income taxes payable	419,881	410,378
Deferred tax liabilities	651	90,588
Other liabilities	52,874	54,221
Total liabilities	$ 1,788,657	$ 1,938,364
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock and capital in excess of par value	$ 63,014	$ 28,142
Retained earnings	2,103,339	2,279,112
Accumulated other comprehensive loss	(17,529)	(17,234)
Total stockholders' equity	2,148,824	2,290,020
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 3,937,481	$ 4,228,384

XML

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Income Statement [Abstract]
Net revenues	$ 510,831	$ 566,809	$ 1,073,341	$ 1,147,084
Cost of goods sold	218,662	252,732	494,821	494,186
Gross margin	292,169	314,077	578,520	652,898
Operating expenses:
Research and development	113,100	135,945	234,492	276,307
Selling, general and administrative	73,643	79,778	145,638	159,767
Amortization of Intangible Assets	3,538	4,155	7,129	8,482
Impairment of Long-Lived Assets to be Disposed of	1,950	50,745	159,647	60,971
Goodwill and Intangible Asset Impairment	0	93,010	0	93,010
Severance and Restructuring Charges	10,652	13,635	17,778	15,020
Other operating (income) expenses, net	(247)	885	68	2,459
Total operating expenses	202,636	378,153	564,752	616,016
Operating income	89,533	(64,076)	13,768	36,882
Interest and other expense, net	(9,593)	(7,599)	(15,995)	(14,076)
Income before provision for income taxes	79,940	(71,675)	(2,227)	22,806
Provision for income taxes	12,471	359	2,447	(5,140)
Net income	$ 67,469	$ (72,034)	$ (4,674)	$ 27,946
Earnings per share:
Basic (per share)	$ 0.24	$ (0.25)	$ (0.02)	$ 0.10
Diluted (per share)	$ 0.23	$ (0.25)	$ (0.02)	$ 0.10
Shares used in the calculation of earnings per share:
Basic (in shares)	285,526	282,992	285,057	283,539
Diluted (in shares)	290,521	282,992	285,057	288,876
Dividends paid per share	$ 0.30	$ 0.28	$ 0.60	$ 0.56

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Statements of Income and Comprehensive Income [Abstract]
Net income	$ 67,469	$ (72,034)	$ (4,674)	$ 27,946
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax	(359)	(83)	(283)	(108)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	258	472	(356)	(1,103)
Unrealized gains (losses) on post-retirement benefits, net of tax benefit (expense)	172	238	344	477
Tax effect of the unrealized exchange gain (loss) on long-term intercompany receivables	0	(92)	0	(632)
Other Comprehensive Income (Loss), Net of Tax	71	535	(295)	(1,366)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	67,540	(71,499)	(4,969)	26,580
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax	0	0	0	0
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax	(22)	(89)	170	381
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax	$ (81)	$ (121)	$ (161)	$ (242)

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014
Cash flows from operating activities:
Net income	$ (4,674)	$ 27,946
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	35,382	43,196
Depreciation and amortization	151,135	135,318
Deferred taxes	(34,295)	(24,642)
Loss on sale of property, plant and equipment	(5,863)	2,088
Tax benefit (shortfall) related to stock-based compensation plans	3,173	1,381
Impairment of Long-Lived Assets to be Disposed of	159,647	60,971
Goodwill and Intangible Asset Impairment	0	93,010
Excess tax benefit related to stock-based compensation	(6,169)	(4,180)
Changes in assets and liabilities:
Accounts receivable	47,664	37,322
Inventories	13,644	(17,136)
Other current assets and income tax refund receivable	3,878	(23,965)
Accounts payable	(17,435)	(7,552)
Income taxes payable	7,252	546
Deferred income on shipments to distributors	1,740	1,369
All other accrued liabilities	(55,251)	(35,820)
Net cash provided by operating activities	299,828	289,852
Cash flows from investing activities:
Purchase of property, plant and equipment	(29,351)	(50,271)
Proceeds from sale of property, plant, and equipment	50,315	24,679
Payments to Acquire Available-for-sale Securities	(50,087)	(25,142)
Payments to Acquire Investments	(7,008)	0
Payments for (Proceeds from) Other Investing Activities	2,380	0
Net cash used in investing activities	(33,751)	(50,734)
Cash flows from financing activities:
Excess tax benefit related to stock-based compensation	6,169	4,180
Repayment of notes payable	0	(437)
Net issuance of restricted stock units	(12,544)	(14,860)
Proceeds from stock options exercised	57,447	18,027
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options	14,350	18,653
Repurchase of common stock	(62,847)	(122,351)
Dividends paid	(171,099)	(158,932)
Net cash used in financing activities	(168,524)	(255,720)
Net decrease in cash and cash equivalents	97,553	(16,602)
Cash and cash equivalents:
Beginning of period	1,550,965	1,322,472
End of period	1,648,518	1,305,870
Supplemental disclosures of cash flow information:
Cash paid (refunded), net during the period for income taxes	24,520	21,283
Cash paid for interest	14,693	14,712
Noncash investing and financing activities:
Accounts payable related to property, plant, and equipment purchases	$ 8,179	$ 2,476

XML

Basis of Presentation

6 Months Ended

Dec. 26, 2015

Basis of Presentation [Abstract]

Basis of Presentation [Text Block]

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Maxim Integrated Products, Inc. and all of its majority-owned subsidiaries (collectively, the “Company” or “Maxim Integrated”) included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America (“GAAP”) have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments of a normal recurring nature which were considered necessary for fair presentation have been included. The year-end condensed consolidated balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by GAAP. The results of operations for the six months ended December 26, 2015 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 27, 2015.

The Company has a 52-to-53-week fiscal year that ends on the last Saturday in June. Accordingly, every fifth or sixth fiscal year will be a 53-week fiscal year. Fiscal year 2015 was a 52-week fiscal years and fiscal year 2016 will also be a 52-week fiscal year.

XML

Recently Issued Accounting Pronouncements

6 Months Ended

Dec. 26, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recently Issued Accounting Pronouncements [Text Block]

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

(i) New Accounting Updates Recently Adopted

In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU No. 2014-08 redefines discontinued operations as disposals representing a strategic shift in operations and having a major effect on the organization’s operations and financial results. The Company early adopted this accounting standard update in the fourth quarter of fiscal year 2015.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. Instead, entities will be required to classify all deferred tax assets and liabilities as noncurrent. The Company early adopted this accounting standard update, on a prospective basis, at the beginning of the second quarter of fiscal year 2016. All deferred tax assets and liabilities as of December 26, 2015, have been classified as noncurrent in the accompanying Condensed Consolidated Balance Sheets and the notes thereto. The adoption at the beginning of the quarter resulted in a $50.6 million decrease in current deferred tax assets, a $40.7 million increase in other assets and a $9.9 million decrease to non-current deferred tax liabilities. No prior periods were retrospectively adjusted.

(ii) Recent Accounting Updates Not Yet Effective

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 uses a five-step model to determine revenue recognition in contracts with customers. The Company is currently evaluating the potential impact of this standard on its financial statements. ASU No. 2014-09 is effective for the Company in the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU No. 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU No. 2014-09. Early adoption in the first quarter of fiscal year 2018 is permitted.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest. ASU No. 2015-03 changes the presentation of debt issuance costs in financial statements. Under the new guidance, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. This guidance is effective beginning in the first quarter of fiscal year 2017 and early adoption is permitted in an interim period with any adjustments reflected as of the beginning of the fiscal year that includes that interim period. The company does not believe the guidance will result in a material impact to its consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value.  ASU No. 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance must be applied on a prospective basis and is effective for the Company in the first quarter of fiscal year 2017, with early adoption permitted. The Company does not believe the implementation of this standard will result in a material impact to its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities.  This ASU will be effective for the Company beginning in the first quarter of fiscal year 2019.  The Company is evaluating the effects of the adoption of this ASU to its financial statements.

XML

Balance Sheet Components

6 Months Ended

Dec. 26, 2015

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components [Text Block]

BALANCE SHEET COMPONENTS

Accounts receivable, net consists of:

	December 26, 2015			June 27, 2015
Accounts Receivable:	(in thousands)
Accounts receivable	$	247,468		$	297,130
Returns and allowances	(16,288		)	(18,286		)
	$	231,180		$	278,844

Inventories consist of:

	December 26, 2015		June 27, 2015
Inventories:	(in thousands)
Raw materials	$	12,611	$	12,932
Work-in-process	178,650		199,716
Finished goods	83,480		75,826
	$	274,741	$	288,474

Property, plant and equipment, net consists of:

	December 26, 2015			June 27, 2015
Property, plant and equipment:	(in thousands)
Land	$	24,631		$	45,040
Buildings and building improvements	275,823			338,394
Machinery and equipment	1,431,786			1,970,819
	1,732,240			2,354,253
Less: accumulated depreciation and amortization	(961,692		)	(1,263,514		)
	$	770,548		$	1,090,739

Other assets consist of:

	December 26, 2015		June 27, 2015
Other assets:	(in thousands)
Licenses	9,002		8,665
Deferred taxes	23,120		1,447
Other	31,983		25,445
	$	64,105	$	35,557

Assets held for sale consist of:

As of December 26, 2015, assets held for sale primarily consist of land, building and equipment for the Company's wafer manufacturing facility in San Antonio, classified as held for sale during the first quarter of fiscal 2016. In addition, assets held for sale consist of goodwill, intangible assets and equipment of certain business units classified as held for sale during the second quarter of fiscal 2016.

As of June 27, 2015, assets held for sale consisted of land and buildings related to the Company's manufacturing facility in Batangas, the Philippines. This facility was sold in the second quarter of fiscal 2016.

	December 26, 2015		June 27, 2015
Assets held for sale:	(in thousands)
Property, plant and equipment, less accumulated depreciation	$	41,402	$	8,208
Goodwill	20,999		—
Identifiable intangible assets, less accumulated amortization	20,273		—
	$	82,674	$	8,208

Accrued salary and related expenses consist of:

	December 26, 2015		June 27, 2015
Accrued salary and related expenses:	(in thousands)
Accrued vacation	$	35,033	$	36,906
Accrued bonus	41,691		86,506
Accrued severance and post-employment benefits	19,933		25,136
Accrued salaries	15,511		16,572
Accrued fringe	6,106		6,007
Other	10,934		10,233
	129,208		$	181,360

Accrued expenses consist of:

	December 26, 2015		June 27, 2015
Accrued expenses:	(in thousands)
Accrued self-insurance	$	9,040	$	10,882
Accrued contract settlement	10,691		10,691
Accrued interest	6,660		6,660
Other	20,912		20,156
	$	47,303	$	48,389

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Fair Value Measurements

6 Months Ended

Dec. 26, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements [Text Block]

FAIR VALUE MEASUREMENTS

The FASB established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs that may be used to measure fair value are as follows:

Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities.

The Company’s Level 1 assets consist of money market funds.

Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

The Company’s Level 2 assets and liabilities consist of U.S. treasury bills and foreign currency forward contracts that are valued using quoted market prices or are determined using a yield curve model based on current market rates. As a result, the Company has classified these investments as Level 2 in the fair value hierarchy.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company did not hold any Level 3 assets or liabilities as of December 26, 2015 and June 27, 2015.

Assets and liabilities measured at fair value on a recurring basis were as follows:

	As of December 26, 2015								As of June 27, 2015
	Fair Value  Measurements Using						Total Balance		Fair Value  Measurements Using						Total Balance
	Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
	(in thousands)
Assets
Money market funds (1)	$	1,230,289	$	—	$	—	$	1,230,289	$	1,156,239	$	—	$	—	$	1,156,239
U.S. treasury bills (2)	—		124,955		—		124,955		—		75,154		—		75,154
Foreign currency forward contracts (3)	—		226		—		226		—		679		—		679
Total Assets	$	1,230,289	$	125,181	$	—	$	1,355,470	$	1,156,239	$	75,833	$	—	$	1,232,072
Liabilities
Foreign currency forward contracts (4)	$	—	$	674	$	—	$	674	$	—	$	613	$	—	$	613
Total Liabilities	$	—	$	674	$	—	$	674	$	—	$	613	$	—	$	613

(1) Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets.

(2) Included in Short-term investments in the accompanying Condensed Consolidated Balance Sheets.

(3) Included in Other current assets in the accompanying Condensed Consolidated Balance Sheets.

(4) Included in Accrued expenses in the accompanying Condensed Consolidated Balance Sheets.

The tables below present reconciliations for liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended December 26, 2015 and December 27, 2014:

Fair Value Measured and Recorded Using Significant Unobservable Inputs (Level 3)
	December 26, 2015		December 27, 2014
Contingent Consideration	(in thousands)
Beginning balance	$	—	$	3,215
Total gains or losses (realized and unrealized):
Included in earnings	—		384
Payments	—		(3,599		)
Ending balance	$	—	$	—
Changes in unrealized losses (gains) included in earnings related to liabilities still held as of period end	$	—	$	—

During the six months ended December 26, 2015 and December 27, 2014, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

There were no assets or liabilities measured at fair value on a non-recurring basis as of December 26, 2015 and June 27, 2015 other than impairments of Long-Lived assets. For details, please refer to Note 14: “Impairment of long-lived assets”.

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Financial Instruments

6 Months Ended

Dec. 26, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments [Text Block]

FINANCIAL INSTRUMENTS

Short-term investments

Fair values were as follows:

	December 26, 2015								June 27, 2015
	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
U.S. Treasury notes	$	125,105	$	—	$	150	$	124,955	$	75,022	$	132	$	—	$	75,154
Total available-for-sale investments	$	125,105	$	—	$	150	$	124,955	$	75,022	$	132	$	—	$	75,154

In the six months ended December 26, 2015 and the year ended June 27, 2015, the Company did not recognize any impairment charges on short-term investments. The U.S. Treasury notes have maturity dates between May 15, 2016 and December 15, 2017.

Derivative instruments and hedging activities

The Company incurs expenditures denominated in non-U.S. currencies, primarily the Philippine Peso and the Thai Baht associated with the Company's manufacturing activities in the Philippines and Thailand, respectively, and European Union Euro, South Korean Won, and Japanese Yen expenditures for sales offices and research and development activities undertaken outside of the U.S.

The Company has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. The Company does not use these foreign currency forward contracts for trading purposes.

Derivatives designated as cash flow hedging instruments

The Company designates certain forward contracts as hedging instruments pursuant to Accounting Standards Codification (“ASC”) No. 815-Derivatives and Hedging (“ASC 815”). As of December 26, 2015 and June 27, 2015, the notional amounts of the forward contracts the Company held to purchase international currencies were $44.0 million and $54.2 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were $2.7 million and $3.7 million, respectively.

Derivatives not designated as hedging instruments

As of December 26, 2015 and June 27, 2015, the notional amounts of the forward contracts the Company held to purchase international currencies were $23.8 million and $31.1 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were $24.1 million and $28.2 million, respectively. The fair values of our outstanding foreign currency forward contracts and amounts included in the Condensed Consolidated Statement of Income were not material for the six months ended December 26, 2015 and the year ended June 27, 2015.

Long-term debt

The following table summarizes the Company’s long-term debt:

	December 26, 2015		June 27, 2015
	(in thousands)
2.5% fixed rate notes due November 2018	$	500,000	$	500,000
3.375% fixed rate notes due March 2023	500,000		500,000
Notes denominated in Euro
Term fixed rate notes (2.0%) due on September 30, 2015	—		1,024
Total	1,000,000		1,001,024
Less: Current portion (included in “Accrued expenses”)	—		(1,024		)
Total long-term debt	$	1,000,000	$	1,000,000

On November 21, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 2.5% coupon senior unsecured and unsubordinated notes due in November 2018 (“2018 Notes”), with an effective interest rate of 2.6%. Interest on the 2018 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2014. The net proceeds of this offering were approximately $494.5 million, after issuing at a discount and deducting paid expenses.

On March 18, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 3.375% senior unsecured and unsubordinated notes due in March 2023 (“2023 Notes”), with an effective interest rate of 3.5%. Interest on the 2023 Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The net proceeds of this offering were approximately $490.0 million, after issuing at a discount and deducting paid expenses.

The Company accounts for all the notes above based on their amortized cost. The discount and expenses are being amortized to Interest and other income (expense), net in the Condensed Consolidated Statements of Income over the life of the notes. The interest expense is recorded in Interest and other income (expense), net in the Condensed Consolidated Statements of Income. Amortized discount and expenses, as well as interest expense associated with the notes was $8.2 million and $8.0 million during the three months ended December 26, 2015 and December 27, 2014, respectively.

The estimated fair value of the Company’s debt was approximately $995 million as of December 26, 2015. The estimated fair value of the debt is based primarily on observable market inputs and is a Level 2 measurement.

Credit Facility

The Company has access to a $350 million senior unsecured revolving credit facility with certain institutional lenders that expires on June 27, 2019. The facility fee is at a rate per annum that varies based on the Company’s index debt rating and any advances under the credit agreement will accrue interest at a base rate plus a margin based on the Company’s index debt rating. The credit agreement requires the Company to comply with certain covenants, including a requirement that the Company maintain a ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization) of not more than 3to 1 and a minimum interest coverage ratio (EBITDA divided by interest expense) greater than 3.5 to 1. As of December 26, 2015, the Company had not borrowed any amounts from this credit facility and was in compliance with all debt covenants.

Other Financial Instruments

For the balance of the Company’s financial instruments, cash equivalents, accounts receivable, accounts payable and other accrued liabilities, the carrying amounts approximate fair value due to their short maturities.

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Stock-Based Compensation

6 Months Ended

Dec. 26, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation [Text Block]

STOCK-BASED COMPENSATION

At December 26, 2015, the Company had one stock incentive plan, the Company's Amended and Restated 1996 Stock Incentive Plan (the “1996 Plan”) and one employee stock purchase plan, the 2008 Employee Stock Purchase Plan (the “2008 ESP Plan”). The 1996 Plan was adopted by the Board of Directors to provide the grant of stock options, restricted stock units (“RSUs”), and restricted stock and performance shares, including market stock units (“MSUs”) to employees, directors, and consultants.

Pursuant to the 1996 Plan, the exercise price for all stock options is determined to be the fair market value of the underlying shares on the date of grant. Options typically vest ratably over a four-year period measured from the date of grant. Stock options expire no later than ten years after the date of grant, subject to earlier termination upon an optionee's cessation of employment or service.

RSUs granted to employees typically vest ratably over a four-year period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period.

MSUs granted to employees have a four-year measurement period and are converted into shares of the Company's common stock at the end of the measurement period and upon vesting, subject to the employee's continued service to the Company over that period. The number of shares that are released at the end of the performance period can range from zero to a maximum cap of two hundred percent (200%) of target depending on the Company's performance in comparison to the Semiconductor Exchange Traded Fund index, (the “XSD”). The performance metrics of this program are based on relative performance of the Company’s stock price as compared to the XSD during the measurement period.

The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three and six months ended December 26, 2015 and December 27, 2014, respectively:

	Three Months Ended
	December 26, 2015								December 27, 2014
	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	$	279	$	1,970	$	621	$	2,870	$	362	$	2,076	$	550	$	2,988
Research and development	843		7,210		1,085		9,138		1,587		8,415		1,219		11,221
Selling, general and administrative	802		5,138		471		6,411		1,029		5,038		500		6,567
Pre-tax stock-based compensation expense	$	1,924	$	14,318	$	2,177	$	18,419	$	2,978	$	15,529	$	2,269	$	20,776
Less: income tax effect							3,295								3,365
Net stock-based compensation expense							$	15,124							$	17,411

	Six Months Ended
	December 26, 2015								December 27, 2014
	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	$	614	3,958		1,180		$	5,752	$	701	$	4,050	$	1,074	$	5,825
Research and development	1,713		13,084		2,382		17,179		3,734		17,247		2,562		23,543
Selling, general and administrative	1,620		9,764		1,067		12,451		2,458		10,262		1,108		13,828
Pre-tax stock-based compensation expense	$	3,947	$	26,806	$	4,629	$	35,382	$	6,893	$	31,559	$	4,744	$	43,196
Less: income tax effect							6,057								6,637
Net stock-based compensation expense							$	29,325							$	36,559

The expenses included in the Condensed Consolidated Statements of Income related to RSUs include expenses related to MSUs of $0.8 million and $0.6 million for the three months ended December 26, 2015 and December 27, 2014, respectively and $1.3 million and $0.9 million for the six months ended December 26, 2015 and December 27, 2014, respectively.

Stock Options

The fair value of options granted to employees under the 1996 Plan is estimated on the date of grant using the Black-Scholes option valuation model.

Expected volatilities are based on the historical volatilities from the Company’s traded common stock over a period equal to the expected term. The Company is utilizing the simplified method to estimate expected holding periods. The risk-free interest rate is based on the U.S. Treasury yield. The Company determines the dividend yield by dividing the annualized dividends per share by the prior quarter’s average stock price. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.

The fair value of options granted to employees has been estimated using the following weighted-average assumptions:

	Stock Options
	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
Expected holding period (in years)	0.0		5.0		0.0		4.8
Risk-free interest rate	—	%	1.7	%	—	%	1.6	%
Expected stock price volatility	—	%	26.8	%	—	%	26.7	%
Dividend yield	—	%	3.5	%	—	%	3.2	%

There were no stock options granted in the three and six months ended December 26, 2015. The weighted-average fair value of stock options granted was $4.79 and $5.56 per share for the three and six months ended December 27, 2014, respectively.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of December 26, 2015 and their activity for the six months ended December 26, 2015:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 27, 2015	10,173,016		$	25.83
Options Granted	—		—
Options Exercised	(2,198,354	)	26.25
Options Cancelled	(689,633	)	33.47
Balance at December 26, 2015	7,285,029		$	24.98	3.3	$	98,360,731
Exercisable, December 26, 2015	3,547,516		$	21.89	2.2	$	58,325,173
Vested and expected to vest, December 26, 2015	7,092,264		$	24.86	3.2	$	95,523,711

(1) Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on December 24, 2015, 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 December 26, 2015.

As of December 26, 2015, there was $11.5 million of total unrecognized stock compensation cost related to 3.7 million unvested stock options, which is expected to be recognized over a weighted average period of approximately 2.2 years.

Restricted Stock Units and Other Awards

The fair value of RSUs and other awards under the Company’s 1996 Plan is estimated using the value of the Company’s common stock on the date of grant, reduced by the present value of dividends expected to be paid on the Company’s common stock prior to vesting. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.

The weighted-average fair value of RSUs and other awards granted was $36.14 and $27.24 per share for the three months ended December 26, 2015 and December 27, 2014, respectively.

The weighted-average fair value of RSUs and other awards granted was $28.70 and $27.18 per share for the six months ended December 26, 2015 and December 27, 2014, respectively.

The following table summarizes the outstanding and expected to vest RSUs and other awards as of December 26, 2015 and their activity during the six months ended December 26, 2015:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 27, 2015	7,129,985
Restricted stock units and other awards granted	2,303,680
Restricted stock units and other awards released	(1,005,291	)
Restricted stock units and other awards cancelled	(754,853	)
Balance at December 26, 2015	7,673,521		2.9	$	293,743,258
Outstanding and expected to vest, December 26, 2015	6,546,450		2.8	$	248,084,773

(1) Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on December 24, 2015, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of December 26, 2015.

The Company withheld shares totaling $7.7 million and $12.5 million in value as a result of employee withholding taxes based on the value of the RSUs on their vesting date for the three and six months ended December 26, 2015, respectively. The total payments for the employees’ tax obligations to the taxing authorities are reflected as financing activities within the Condensed Consolidated Statements of Cash Flows.

As of December 26, 2015, there was $152.9 million of unrecognized compensation expense related to 7.7 million unvested RSUs and other awards, which is expected to be recognized over a weighted average period of approximately 2.9 years.

Market Stock Units

The Company granted MSUs to senior members of management in September 2014 and September 2015. The grant of MSUs was in lieu of granting stock options. MSUs are valued based on the relative performance of the Company’s stock price as compared to the XSD. The fair value of MSUs is estimated using a Monte Carlo simulation model on the date of grant. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis. Compensation expense is recognized based on the initial valuation and is not subsequently adjusted as a result of the Company’s performance relative to that of the XSD index. Vesting for MSUs is contingent upon both service and market conditions, which is over a four-year period.

There were no MSUs granted for the three months ended December 26, 2015 and December 27, 2014.

The weighted-average fair value of MSUs granted was $29.64 and $15.64 per share for the six months ended December 26, 2015 and December 27, 2014, respectively.

The following table summarizes the number of MSUs outstanding and expected to vest as of December 26, 2015 and their activity during the six months ended December 26, 2015:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 27, 2015	414,840
Market stock units granted	361,684
Market stock units released	—
Market stock units cancelled	(76,560	)
Balance at December 26, 2015	699,964		3.4	$	26,829,620
Outstanding and expected to vest, December 26, 2015	566,843		3.4	$	21,727,097

(1) Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on December 24, 2015, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of December 26, 2015.

As of December 26, 2015, there was $13.9 million of unrecognized compensation expense related to 0.7 million unvested MSUs, which is expected to be recognized over a weighted average period of approximately 3.4 years.

Employee Stock Purchase Plan

Employees are granted rights to acquire common stock under the Company’s 2008 Employee Stock Purchase Plan (the “ESPP”).

The fair value of ESPP granted to employees has been estimated at the date of grant using the Black-Scholes option valuation model and the following weighted-average assumptions:

	ESPP
	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
Expected holding period (in years)	0.5		0.5		0.5		0.5
Risk-free interest rate	0.4	%	0.1	%	0.4	%	0.1	%
Expected stock price volatility	33.1	%	26.4	%	33.1	%	26.4	%
Dividend yield	3.6	%	3.5	%	3.6	%	3.5	%

As of December 26, 2015 and December 27, 2014, there was $7.5 million and $7.7 million, respectively, of unrecognized compensation expense related to the ESPP.

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Earnings Per Share

6 Months Ended

Dec. 26, 2015

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share are computed using the weighted average number of shares of common stock outstanding during the period. For purposes of computing basic earnings (loss) per share, the weighted average number of outstanding shares of common stock excludes unvested RSUs, including MSUs. Diluted earnings (loss) per share incorporates the incremental shares issuable upon the assumed exercise of stock options, assumed release of unvested RSUs, Performance Shares, including MSUs and assumed issuance of common stock under the employee stock purchase plans using the treasury stock method.

The following table sets forth the computation of basic and diluted earnings (loss) per share:

	Three Months Ended					Six Months Ended
	December 26, 2015		December 27, 2014			December 26, 2015			December 27, 2014
	(in thousands, except per share data)
Numerator for basic earnings (loss) per share and diluted earnings (loss) per share
Net income (loss)	$	67,469	$	(72,034	)	$	(4,674	)	$	27,946
Denominator for basic earnings (loss) per share	285,526		282,992			285,057			283,539
Effect of dilutive securities:
Stock options, ESPP, RSUs, and MSUs	4,995		—			—			5,337
Denominator for diluted earnings (loss) per share	290,521		282,992			285,057			288,876
Earnings (loss) per share
Basic	$	0.24	$	(0.25	)	$	(0.02	)	$	0.10
Diluted	$	0.23	$	(0.25	)	$	(0.02	)	$	0.10

The Company had a net loss for the three months ended December 27, 2014, accordingly all incremental shares totaling 5.8 million shares were determined to be anti-dilutive. The Company had a net loss for the six months ended December 26, 2015, accordingly all incremental shares totaling 5.6 million shares were determined to be anti-dilutive.

Approximately 0.1 million stock options were excluded from the calculation of diluted earnings per share for the three months ended December 26, 2015. Approximately 5.9 million stock options were excluded from the calculation of diluted earnings per share for the six months ended December 27, 2014. These options were excluded because they were determined to be anti-dilutive. However, such options could be dilutive in the future and, under those circumstances, would be included in the calculation of diluted earnings per share.

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Segment Information

6 Months Ended

Dec. 26, 2015

Segment Reporting [Abstract]

Segment Information [Text Block]

SEGMENT INFORMATION

The Company designs, develops, manufactures and markets a broad range of linear and mixed signal integrated circuits.

Prior to the Company's reorganization which occurred in the fourth quarter of fiscal 2015, the Company had three operating segments that the Company aggregated into one reportable segment as the Company concluded the three operating segments shared similar economic and qualitative characteristics. The Company’s reorganization resulted in the consolidation of the management of the Research and Development (“R&D”) and Sales functions under one executive who reports to the Company's Chief Executive Officer (the “CEO”). Previously R&D was managed by three executives who reported to the Company's CEO and Sales was managed by one executive who reported to the Company's CEO. As a result of this reorganization, all of the Company's products are designed through a centralized R&D function, and continue to be manufactured using centralized manufacturing (internal and external), and sold through a centralized sales force and shared wholesale distributors. Through the consolidation of management of the R&D and Sales functions this reorganization is intended to allow for faster investment decisions, improved R&D efficiency, and facilitate stronger collaborations between internal organizations to increase productivity, improve customer satisfaction, and drive revenue growth.

The Company currently has one operating segment. In accordance with ASC No. 280, Segment Reporting (“ASC 280”), the Company considers operating segments to be components of the Company’s business for which separate financial information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker in deciding how to allocate resources and in assessing performance. The Chief Operating Decision Maker for the Company was assessed and determined to be the CEO. The CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment.

Enterprise-wide information is provided in accordance with ASC 280. Geographical revenue information is based on customers’ ship-to location. Long-lived assets consist of property, plant and equipment. Property, plant and equipment information is based on the physical location of the assets at the end of each fiscal year.

Net revenues by geographic region was as follows:

	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
	(in thousands)
United States	$	61,633	$	70,336	$	123,693	$	144,931
China	197,420		242,303		421,657		482,320
Rest of Asia	153,203		155,388		323,137		320,820
Europe	85,951		80,992		177,854		164,957
Rest of World	12,624		17,790		27,000		34,056
	$	510,831	$	566,809	$	1,073,341	$	1,147,084

Net long-lived assets by geographic region were as follows:

	December 26, 2015		June 27, 2015
	(in thousands)
United States	$	455,051	$	783,148
Philippines	181,140		166,405
Thailand	52,175		56,776
Rest of World	82,182		84,410
	$	770,548	$	1,090,739

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Comprehensive Income Loss

6 Months Ended

Dec. 26, 2015

Statement of Comprehensive Income [Abstract]

Comprehensive Income [Text Block]

COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive loss by component and related tax effects in the six months ended December 26, 2015 and December 27, 2014 were as follows:

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities			Total
June 27, 2015	$	(6,280	)	$	(10,004	)	$	(1,136	)	$	53		$	133		$	(17,234	)
Other comprehensive income (loss) before reclassifications	—			—			—			(941		)	(283		)	(1,224		)
Amounts reclassified out of accumulated other comprehensive loss (income)	—			505			—			415			—			920
Tax effects	—			(161		)	—			170			—			9
Other comprehensive income (loss)	—			344			—			(356		)	(283		)	(295		)
December 26, 2015	$	(6,280	)	$	(9,660	)	$	(1,136	)	$	(303	)	$	(150	)	$	(17,529	)

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities			Total
June 28, 2014	$	(5,753	)	$	(10,373	)	$	(1,136	)	$	(11	)	$	100		$	(17,173	)
Other comprehensive income (loss) before reclassifications	(116		)	—			—			(1,917		)	(108		)	(2,141		)
Amounts reclassified out of accumulated other comprehensive loss (income)	—			719			—			433			—			1,152
Tax effects	(516		)	(242		)	—			381			—			(377		)
Other comprehensive income (loss)	(632		)	477			—			(1,103		)	(108		)	(1,366		)
December 27, 2014	$	(6,385	)	$	(9,896	)	$	(1,136	)	$	(1,114	)	$	(8	)	$	(18,539	)

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Income Taxes

6 Months Ended

Dec. 26, 2015

Income Tax Disclosure [Abstract]

Income Taxes [Text Block]

INCOME TAXES

In the three and six months ended December 26, 2015, the Company recorded an income tax provision (benefit) of $12.5 million and $2.4 million, respectively compared to $0.4 million and $(5.1) million in the three and six months ended December 27, 2014, respectively. The Company’s effective tax rate for the three and six months ended December 26, 2015 was 15.6% and (109.9)%, respectively, compared to (0.5)% and (22.5)% for the three and six months ended December 27, 2014, respectively.

The Company’s federal statutory tax rate is 35%. The Company’s effective tax rate for the three months ended December 26, 2015 was lower than the statutory rate primarily because earnings of foreign subsidiaries, generated primarily by the Company's international operations managed in Ireland, were taxed at lower rates and a $2.5 million discrete benefit for fiscal year 2015 research tax credits that were generated by the extension, retroactive to January 1, 2015, of the federal research tax credit by legislation that was signed into law on December 18, 2015, partially offset by stock-based compensation for which no tax benefit is expected.

The Company’s effective tax rate for the six months ended December 26, 2015 was higher than the statutory tax rate primarily because of $3.8 million of discrete interest accruals for unrecognized tax benefits and a $1.0 million discrete charge for prior year unrecognized tax benefits, partially offset by a $2.5 million discrete benefit for fiscal year 2015 research tax credits that were generated by the extension, retroactive to January 1, 2015, of the federal research tax credit by legislation that was signed into law on December 18, 2015.

The Company's effective tax rate for the three months ended December 27, 2014 was higher than the statutory rate primarily because of a $84.1 million discrete goodwill impairment charge that generated no tax benefit and stock-based compensation for which no tax benefit is expected, partially offset by earnings of foreign subsidiaries, generated primarily by the Company's international operations managed in Ireland, taxed at lower tax rates and a $2.9 million discrete benefit for fiscal year 2014 research tax credits that were generated by the extension, retroactive to January 1, 2014, of the federal research tax credit by legislation that was signed into law on December 19, 2014.

The Company’s effective tax rate for the six months ended December 27, 2014 was lower than the statutory tax rate primarily because earnings of foreign subsidiaries, generated primarily by the Company's international operations managed in Ireland, were taxed at lower rates, a $2.9 million discrete benefit for fiscal year 2014 research tax credits that were generated by the extension, retroactive to January 1, 2014, of the federal research tax credit by legislation that was signed into law on December 19, 2014 and a $24.8 million discrete benefit for the favorable settlement of a Singapore tax issue in the first quarter of fiscal year 2015, partially offset by an $84.1 million discrete goodwill impairment charge that generated no tax benefit and stock-based compensation for which no tax benefit is expected.

The Company’s federal corporate income tax returns are audited on a recurring basis by the IRS. In fiscal year 2012 the U.S. Internal Revenue Service commenced an audit of the Company’s federal corporate income tax returns for fiscal years 2009 through 2011, which is still ongoing.

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Commitments and Contingencies

6 Months Ended

Dec. 26, 2015

Product Warranties Disclosures [Abstract]

Commitments and Contingencies [Text Block]

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is a party or subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to intellectual-property matters. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized or reserved, if any.

Indemnification

The Company indemnifies certain customers, distributors, suppliers and subcontractors for attorney fees and damages and costs awarded against such parties in certain circumstances in which the Company’s products are alleged to infringe third party intellectual property rights, including patents, registered trademarks or copyrights. The terms of the Company’s indemnification obligations are generally perpetual from the effective date of the agreement. In certain cases, there are limits on and exceptions to the Company’s potential liability for indemnification relating to intellectual property infringement claims.

Pursuant to the Company’s charter documents and separate written indemnification agreements, the Company has certain indemnification obligations to its current officers, employees and directors, as well as certain former officers and directors.

Product Warranty

The Company generally warrants its products for one year from the date of shipment against defects in materials, workmanship and material non-conformance to the Company’s specifications. The general warranty policy provides for the repair or replacement of defective products or a credit to the customer’s account. In addition, the Company may consider its relationship with the customer when reviewing product warranty claims. In limited circumstances and for strategic customers in certain unique industries and applications, our product warranty may extend for up to five years, and may also include financial responsibility, such as the payment of monetary compensation to reimburse a customer for its financial losses above and beyond repairing or replacing the product or crediting the customer’s account should the product not meet the Company’s specifications and losses and /or damages resulting from the product.

Accruals are based on specifically identified claims and on the estimated, undiscounted cost of incurred-but-not-reported claims. If there is a material increase in the rate of customer claims compared with our historical experience or if the Company’s estimates of probable losses relating to specifically identified warranty exposures require revision, the Company may record a charge against future cost of sales. Product warranty liability is included within the balance sheet captions “Accrued expenses” and “Other liabilities” in the accompanying Condensed Consolidated Balance Sheets.

The changes in the Company’s aggregate product warranty liabilities for the six months ended December 26, 2015 and December 27, 2014 were as follows:

	Six Months Ended
	December 26, 2015			December 27, 2014
Product warranty liability	(in thousands)
Beginning balance	$	14,329		$	21,296
Accruals for warranties	2,247			1,168
Payments	(5,909		)	(7,113		)
Changes in estimate	873			1,380
Ending balance	$	11,540		$	16,731
Less: Current portion	7,240			8,131
Non-current portion	$	4,300		$	8,600

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Common Stock Repurchases

6 Months Ended

Dec. 26, 2015

Common Stock Repurchases [Abstract]

Common Stock Repurchases [Text Block]

COMMON STOCK REPURCHASES

In July 2013, the Board of Directors authorized the Company to repurchase up to $1 billion of the Company’s common stock from time to time at the discretion of the Company’s management. This stock repurchase authorization has no expiration date. All prior authorizations by the Company’s Board of Directors for the repurchase of common stock were superseded by this authorization.

During the six months ended December 26, 2015, the Company repurchased approximately 1.8 million shares of its common stock for $62.8 million. As of December 26, 2015, the Company had remaining authorization of $503.9 million for future share repurchases. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company’s common stock and general market and business conditions.

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Goodwill and Intangible Assets

6 Months Ended

Dec. 26, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets [Text Block]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company monitors the recoverability of goodwill recorded in connection with acquisitions, by reporting unit, annually, or more often if events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company performed the annual goodwill impairment analysis during the fourth quarter of fiscal year 2015 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value.

During the quarter ended December 27, 2014, goodwill for the Sensing Solutions reporting unit was determined to be impaired and the Company recorded a charge of $84.1 million. The Sensing Solutions reporting unit develops integrated circuits which are primarily sold in the consumer and automotive end customer markets. The impairment was the result of the Company’s decision within the quarter ended December 27, 2014 to exit certain market offerings that have competitive dynamics which are no longer consistent with the Company’s business objectives.

The Company determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for the Sensing Solutions reporting unit. The reporting unit’s carrying value exceeded its estimated fair value and, accordingly, a second phase of the goodwill impairment test (“Step 2”) was performed. Under Step 2, the fair value of all Sensing Solution’s assets and liabilities were estimated, including tangible assets and intangible assets (including existing and in-process technology) for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the carrying value of the goodwill to determine the amount of the impairment.

The Company estimated the fair value of the Sensing Solutions reporting unit using a weighting of fair values derived equally from the income and market approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business’s ability to execute on the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit.

Prior to completing the goodwill impairment test, the Company tested the recoverability of the Sensing Solutions long-lived assets (other than goodwill) and concluded that existing Property, plant and equipment, net was impaired by $45.2 million and IPR&D was impaired by $8.9 million.

No indicators or instances of impairment were identified in the six months ended December 26, 2015.

During the three months ended December 26, 2015, $21.0 million of goodwill was reclassified as held for sale. For details, please refer to Note 3: "Balance sheet components" and Note 14: “Impairment of long-lived assets”.

Intangible Assets

The useful lives of amortizable intangible assets are as follows:

Asset	Life
Intellectual property	1-10 years
Customer relationships	4-10 years
Trade name	3-4 years
Patents	5 years

Intangible assets consisted of the following:

	December 26, 2015						June 27, 2015
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	347,262	$	234,639	$	112,623	$	435,962	$	276,175	$	159,787
Customer relationships	96,830		69,925		26,905		120,230		82,774		37,456
Trade name	8,500		5,686		2,814		8,500		4,886		3,614
Patents	2,500		1,167		1,333		2,500		907		1,593
Total amortizable purchased intangible assets	455,092		311,417		143,675		567,192		364,742		202,450
IPR&D	59,202		—		59,202		59,202		—		59,202
Total purchased intangible assets	$	514,294	$	311,417	$	202,877	$	626,394	$	364,742	$	261,652

During the three months ended December 26, 2015, $20.3 million of purchased intangible assets, net, was reclassified as held for sale. For details, please refer to Note 3: "Balance sheet components" and Note 14: “Impairment of long-lived assets”.

The following table presents the amortization expense of intangible assets and its presentation in the Condensed Consolidated Statements of Income:

	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
	(in thousands)
Cost of goods sold	$	14,734	$	18,750	$	31,372	$	37,500
Intangible asset amortization	3,538		4,155		7,129		8,482
Total intangible asset amortization expenses	$	18,272	$	22,905	$	38,501	$	45,982

The following table represents the estimated future amortization expense of intangible assets as of December 26, 2015:

Fiscal Year	Amount
	(in thousands)
Remaining six months of 2016	$	28,734
2017	49,091
2018	41,563
2019	13,278
2020	3,358
2021	2,888
Thereafter	4,763
Total intangible assets	$	143,675

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Impairment of Long-Lived Assets (Notes)

6 Months Ended

Dec. 26, 2015

Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

IMPAIRMENT OF LONG-LIVED ASSETS

Fiscal year 2016:

During the first quarter of fiscal year 2016, the Company recorded a $157.7 million impairment of long-lived assets associated with the Company's wafer manufacturing facility in San Antonio, Texas which was classified as held for sale and written down to fair value, less cost to sell. The Company reached its conclusion regarding the asset impairment after conducting an evaluation of assets' fair values. The fair value of the land, buildings and equipment was determined after consideration of expected discounted future cash flows attributable to the assets and outside appraisals. The Company signed an agreement with TJ Texas, Inc., a wholly-owned subsidiary of Tower Semiconductor Ltd., for the sale of the semiconductor wafer fabrication facility in San Antonio, Texas on November 18, 2015.

In addition, the San Jose wafer fabrication facility was classified as held for sale during the first quarter of fiscal year 2016, but no impairment charge was recorded as the carrying value of the associated assets approximated the fair value, less cost to sell. The fair value of the land, buildings and equipment was determined after consideration of outside appraisals, quoted market prices of similar equipment and offers received. The Company completed the sale of this facility in the second quarter of fiscal year 2016 for approximately $39.0 million resulting in a gain of $3.8 million.

During the second quarter of fiscal year 2016, the Company classified certain business units, including associated tangible, intangible assets and goodwill, as held for sale but no impairment charge was recorded as the carrying value of each of the business units' associated assets approximates or is less than the fair value, less cost to sell. The fair values of the assets were determined after consideration of offers received. The Company plans on completing these sales during fiscal year 2016.

Fiscal year 2015:

During the three and six months ended December 27, 2014, the Company recorded $50.7 million and $61.0 million, respectively, in impairment of long-lived assets in the Company’s Condensed Consolidated Statements of Income.

The impairment was primarily related to the write down of equipment relating to the Sensing Solutions reporting unit of $45.2 million. The Company reached its conclusion regarding the asset impairment after concluding that the undiscounted cash flows fell below the net book value of the net assets of the Sensing Solutions reporting unit (the asset group). As a result, the Company reduced the assets to their fair value after conducting an evaluation of each asset’s alternative use, the condition of the asset and the current market pricing and demand.

The impairment was also related to used fabrication tools identified by the Company as obsolete in the three months ended December 27, 2014 due to the transition to newer technologies. The Company reached its conclusion regarding the asset impairment after conducting an evaluation of alternative use, the condition of the assets and current market demand.

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Restructuring Activities (Notes)

6 Months Ended

Dec. 26, 2015

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

RESTRUCTURING ACTIVITIES

Fiscal year 2016:

Summary of Restructuring Plans

The Company has accruals for severance and restructuring payments as well as expected losses relating to lease terminations.

The Company’s restructuring activities in the six months ended December 26, 2015 were as follows:

	Balance, June 27, 2015		Six Months Ended December 26, 2015								Balance, December 26, 2015		As of December 26, 2015
			Charges		Cash Payments			Change in Estimates					Costs Incurred to Date (4)		Expected Costs to be Incurred
	(in thousands)
San Jose Fab Shutdown
Severance (1)	$	6,725	$	973	$	(5,104	)	$	(553	)	$	2,041	$	7,145	$	—
Accelerated depreciation (2)	—		41,600		—			—			41,600		93,094		—
Total San Jose Fab Shutdown	6,725		42,573		(5,104		)	(553		)	43,641		100,239		—
Other Plans
Severance (1)	11,496		15,940		(16,110		)	586			11,912		46,225		467
Dallas manufacturing facility accelerated depreciation (2)	$	—	$	4,064	$	—		$	—		$	4,064	$	4,064	$	12,191
Lease termination losses and other (3)	3,754		1,743		(253		)	(1,225		)	4,019		8,876		—
Total other plans	15,250		21,747		(16,363		)	(639		)	19,995		59,165		12,658
Total restructuring plans	$	21,975	$	64,320	$	(21,467	)	$	(1,192	)	$	63,636	$	159,404	$	12,658
In Balance Sheets:
Accrued salary and related expenses	$	18,221									$	13,953
Accrued expenses	$	2,004									$	2,410
Other liabilities	$	1,750									$	1,609

(1) Charges and change in estimates are included in Severance and restructuring expenses in the accompanying Condensed Consolidated Statements of Income.

(2) Charges and change in estimates are included in Cost of goods sold in the accompanying Condensed Consolidated Statements of Income.

(3) Charges and change in estimates are included in Severance and restructuring expenses and Other operating expenses (income), net in the accompanying Condensed Consolidated Statements of Income.

(4) Costs incurred to date presents the cumulative costs recorded in fiscal year 2015 and 2016 for the above named restructuring activities.

San Jose Fab Shutdown

In October 2014, the Company initiated a plan to shut down its San Jose wafer fabrication facility. The Company reached the decision that it was not economically feasible to maintain this facility, which is used primarily for fab process development and low volume manufacturing, as the Company intended to utilize other resources to complete such activities in the future. This plan included cash charges related to employee severance and non-cash charges related to accelerated depreciation. This plan has been completed, and the shutdown took place in the second quarter of fiscal year 2016.

During the three and six months ended December 26, 2015, the Company recorded accelerated depreciation charges of $0 and $41.6 million, respectively, in “Cost of goods sold” and $0 and $0.4 million, respectively, in “Severance and restructuring expenses” in the Condensed Consolidated Statements of Income. The sale of the San Jose wafer fabrication facility took place during the second quarter of fiscal year 2016.

Other Plans

During the three and six months ended December 26, 2015, the Company recorded $10.7 million and $17.0 million, respectively, in “Severance and restructuring expenses” in the Condensed Consolidated Statements of Income related to various restructuring plans designed to reduce costs. These charges were associated with continued reorganization of certain business units and functions and the planned closure the Dallas wafer level packaging (“WLP”) manufacturing facilities. Multiple job classifications and locations were impacted by these activities.

As the Company plans to close its WLP manufacturing facility in Dallas, Texas in fiscal year 2017, the Company recorded accelerated depreciation charges of $2.0 million and $4.1 million during the three and six months ended December 26, 2015, respectively.

The Company also accrues for expected losses relating to lease terminations as a result of plans to consolidate office space. The need for consolidation resulted from acquisition and relocation activities.

Fiscal year 2015:

Severance and restructuring expenses were $13.6 million and $15.0 million for the three and six months ended December 27, 2014.

Change in estimate:

Due to the above mentioned restructuring activities, the Company recorded accelerated depreciation resulting from the change in estimated useful lives of certain long lived assets included in restructuring plans. In all periods that accelerated depreciation expense was recorded, this resulted in additional expense and therefore impacted operating income (loss), net income (loss) and earnings per share as presented in the table below.

	Three Months Ended						Six Months Ended
	December 26, 2015			December 27, 2014			December 26, 2015			December 27 2014
	(in thousands, except per share data)
Operating income (loss), as reported	$	89,533		$	(64,076	)	$	13,768		$	36,882
Operating income (loss), excluding accelerated depreciation expense	91,565			(55,181		)	59,432			45,777
Effect of change in estimate	$	(2,032	)	$	(8,895	)	$	(45,664	)	$	(8,895	)
Net income (loss), as reported	$	67,469		$	(72,034	)	$	(4,674	)	$	27,946
Net income (loss), excluding accelerated depreciation expense	73,119			(62,278		)	37,705			37,702
Effect of change in estimate	$	(5,650	)	$	(9,756	)	$	(42,379	)	$	(9,756	)
Basic earnings (loss) per share, as reported	$	0.24		$	(0.25	)	$	(0.02	)	$	0.10
Diluted earnings (loss) per share, as reported	$	0.23		$	(0.25	)	$	(0.02	)	$	0.10
Basic earnings (loss) per share, excluding accelerated depreciation expense	$	0.26		$	(0.22	)	$	0.13		$	0.13
Diluted earnings (loss) per share, excluding accelerated depreciation expense	$	0.25		$	(0.22	)	$	0.13		$	0.13
Effect of change in estimate - basic earnings (loss) per share	$	(0.02	)	$	(0.03	)	$	(0.15	)	$	(0.03	)
Effect of change in estimate - diluted earnings (loss) per share	$	(0.02	)	$	(0.03	)	$	(0.15	)	$	(0.03	)

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Subsequent Event (Notes)

6 Months Ended

Dec. 26, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

SUBSEQUENT EVENT

On December 30, 2015, the Company entered into an agreement to sell its energy metering business to Silergy Corporation, an analog semiconductor company with operations in the U.S. and Asia, for approximately $105.0 million. The Company expects to close the transaction during the third quarter of fiscal 2016 subject to the satisfaction of customary closing conditions.

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Balance Sheet Components (Tables)

6 Months Ended

Dec. 26, 2015

Balance Sheet Related Disclosures [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Accounts receivable, net consists of:

	December 26, 2015			June 27, 2015
Accounts Receivable:	(in thousands)
Accounts receivable	$	247,468		$	297,130
Returns and allowances	(16,288		)	(18,286		)
	$	231,180		$	278,844

Schedule of Inventory, Current [Table Text Block]

Inventories consist of:

	December 26, 2015		June 27, 2015
Inventories:	(in thousands)
Raw materials	$	12,611	$	12,932
Work-in-process	178,650		199,716
Finished goods	83,480		75,826
	$	274,741	$	288,474

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment, net consists of:

	December 26, 2015			June 27, 2015
Property, plant and equipment:	(in thousands)
Land	$	24,631		$	45,040
Buildings and building improvements	275,823			338,394
Machinery and equipment	1,431,786			1,970,819
	1,732,240			2,354,253
Less: accumulated depreciation and amortization	(961,692		)	(1,263,514		)
	$	770,548		$	1,090,739

Schedule of Other Assets [Table Text Block]

Other assets consist of:

	December 26, 2015		June 27, 2015
Other assets:	(in thousands)
Licenses	9,002		8,665
Deferred taxes	23,120		1,447
Other	31,983		25,445
	$	64,105	$	35,557

Disclosure of Long Lived Assets Held-for-sale [Table Text Block]

As of December 26, 2015, assets held for sale primarily consist of land, building and equipment for the Company's wafer manufacturing facility in San Antonio, classified as held for sale during the first quarter of fiscal 2016. In addition, assets held for sale consist of goodwill, intangible assets and equipment of certain business units classified as held for sale during the second quarter of fiscal 2016.

As of June 27, 2015, assets held for sale consisted of land and buildings related to the Company's manufacturing facility in Batangas, the Philippines. This facility was sold in the second quarter of fiscal 2016.

	December 26, 2015		June 27, 2015
Assets held for sale:	(in thousands)
Property, plant and equipment, less accumulated depreciation	$	41,402	$	8,208
Goodwill	20,999		—
Identifiable intangible assets, less accumulated amortization	20,273		—
	$	82,674	$	8,208

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

Accrued salary and related expenses consist of:

	December 26, 2015		June 27, 2015
Accrued salary and related expenses:	(in thousands)
Accrued vacation	$	35,033	$	36,906
Accrued bonus	41,691		86,506
Accrued severance and post-employment benefits	19,933		25,136
Accrued salaries	15,511		16,572
Accrued fringe	6,106		6,007
Other	10,934		10,233
	129,208		$	181,360

Schedule of Accrued Liabilities [Table Text Block]

Accrued expenses consist of:

	December 26, 2015		June 27, 2015
Accrued expenses:	(in thousands)
Accrued self-insurance	$	9,040	$	10,882
Accrued contract settlement	10,691		10,691
Accrued interest	6,660		6,660
Other	20,912		20,156
	$	47,303	$	48,389

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Fair Value Measurements (Tables)

6 Months Ended

Dec. 26, 2015

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

Assets and liabilities measured at fair value on a recurring basis were as follows:

	As of December 26, 2015								As of June 27, 2015
	Fair Value  Measurements Using						Total Balance		Fair Value  Measurements Using						Total Balance
	Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
	(in thousands)
Assets
Money market funds (1)	$	1,230,289	$	—	$	—	$	1,230,289	$	1,156,239	$	—	$	—	$	1,156,239
U.S. treasury bills (2)	—		124,955		—		124,955		—		75,154		—		75,154
Foreign currency forward contracts (3)	—		226		—		226		—		679		—		679
Total Assets	$	1,230,289	$	125,181	$	—	$	1,355,470	$	1,156,239	$	75,833	$	—	$	1,232,072
Liabilities
Foreign currency forward contracts (4)	$	—	$	674	$	—	$	674	$	—	$	613	$	—	$	613
Total Liabilities	$	—	$	674	$	—	$	674	$	—	$	613	$	—	$	613

(1) Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets.

(2) Included in Short-term investments in the accompanying Condensed Consolidated Balance Sheets.

(3) Included in Other current assets in the accompanying Condensed Consolidated Balance Sheets.

(4) Included in Accrued expenses in the accompanying Condensed Consolidated Balance Sheets.

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The tables below present reconciliations for liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended December 26, 2015 and December 27, 2014:

Fair Value Measured and Recorded Using Significant Unobservable Inputs (Level 3)
	December 26, 2015		December 27, 2014
Contingent Consideration	(in thousands)
Beginning balance	$	—	$	3,215
Total gains or losses (realized and unrealized):
Included in earnings	—		384
Payments	—		(3,599		)
Ending balance	$	—	$	—
Changes in unrealized losses (gains) included in earnings related to liabilities still held as of period end	$	—	$	—

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Financial Instruments (Tables)

6 Months Ended

Dec. 26, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Available-for-sale investments [Table Text Block]

Fair values were as follows:

	December 26, 2015								June 27, 2015
	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
U.S. Treasury notes	$	125,105	$	—	$	150	$	124,955	$	75,022	$	132	$	—	$	75,154
Total available-for-sale investments	$	125,105	$	—	$	150	$	124,955	$	75,022	$	132	$	—	$	75,154

Schedule of long-term debt [Table Text Block]

The following table summarizes the Company’s long-term debt:

	December 26, 2015		June 27, 2015
	(in thousands)
2.5% fixed rate notes due November 2018	$	500,000	$	500,000
3.375% fixed rate notes due March 2023	500,000		500,000
Notes denominated in Euro
Term fixed rate notes (2.0%) due on September 30, 2015	—		1,024
Total	1,000,000		1,001,024
Less: Current portion (included in “Accrued expenses”)	—		(1,024		)
Total long-term debt	$	1,000,000	$	1,000,000

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Stock-Based Compensation (Tables)

6 Months Ended

Dec. 26, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three and six months ended December 26, 2015 and December 27, 2014, respectively:

	Three Months Ended
	December 26, 2015								December 27, 2014
	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	$	279	$	1,970	$	621	$	2,870	$	362	$	2,076	$	550	$	2,988
Research and development	843		7,210		1,085		9,138		1,587		8,415		1,219		11,221
Selling, general and administrative	802		5,138		471		6,411		1,029		5,038		500		6,567
Pre-tax stock-based compensation expense	$	1,924	$	14,318	$	2,177	$	18,419	$	2,978	$	15,529	$	2,269	$	20,776
Less: income tax effect							3,295								3,365
Net stock-based compensation expense							$	15,124							$	17,411

	Six Months Ended
	December 26, 2015								December 27, 2014
	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	$	614	3,958		1,180		$	5,752	$	701	$	4,050	$	1,074	$	5,825
Research and development	1,713		13,084		2,382		17,179		3,734		17,247		2,562		23,543
Selling, general and administrative	1,620		9,764		1,067		12,451		2,458		10,262		1,108		13,828
Pre-tax stock-based compensation expense	$	3,947	$	26,806	$	4,629	$	35,382	$	6,893	$	31,559	$	4,744	$	43,196
Less: income tax effect							6,057								6,637
Net stock-based compensation expense							$	29,325							$	36,559

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The fair value of options granted to employees has been estimated using the following weighted-average assumptions:

	Stock Options
	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
Expected holding period (in years)	0.0		5.0		0.0		4.8
Risk-free interest rate	—	%	1.7	%	—	%	1.6	%
Expected stock price volatility	—	%	26.8	%	—	%	26.7	%
Dividend yield	—	%	3.5	%	—	%	3.2	%

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block]

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of December 26, 2015 and their activity for the six months ended December 26, 2015:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 27, 2015	10,173,016		$	25.83
Options Granted	—		—
Options Exercised	(2,198,354	)	26.25
Options Cancelled	(689,633	)	33.47
Balance at December 26, 2015	7,285,029		$	24.98	3.3	$	98,360,731
Exercisable, December 26, 2015	3,547,516		$	21.89	2.2	$	58,325,173
Vested and expected to vest, December 26, 2015	7,092,264		$	24.86	3.2	$	95,523,711

(1) Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on December 24, 2015, 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 December 26, 2015.

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest [Table Text Block]

The following table summarizes the outstanding and expected to vest RSUs and other awards as of December 26, 2015 and their activity during the six months ended December 26, 2015:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 27, 2015	7,129,985
Restricted stock units and other awards granted	2,303,680
Restricted stock units and other awards released	(1,005,291	)
Restricted stock units and other awards cancelled	(754,853	)
Balance at December 26, 2015	7,673,521		2.9	$	293,743,258
Outstanding and expected to vest, December 26, 2015	6,546,450		2.8	$	248,084,773

(1) Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on December 24, 2015, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of December 26, 2015.

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Performance-Based Units, Vested and Expected to Vest [Table Text Block]

The following table summarizes the number of MSUs outstanding and expected to vest as of December 26, 2015 and their activity during the six months ended December 26, 2015:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 27, 2015	414,840
Market stock units granted	361,684
Market stock units released	—
Market stock units cancelled	(76,560	)
Balance at December 26, 2015	699,964		3.4	$	26,829,620
Outstanding and expected to vest, December 26, 2015	566,843		3.4	$	21,727,097

(1) Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on December 24, 2015, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of December 26, 2015.

Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block]

The fair value of ESPP granted to employees has been estimated at the date of grant using the Black-Scholes option valuation model and the following weighted-average assumptions:

	ESPP
	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
Expected holding period (in years)	0.5		0.5		0.5		0.5
Risk-free interest rate	0.4	%	0.1	%	0.4	%	0.1	%
Expected stock price volatility	33.1	%	26.4	%	33.1	%	26.4	%
Dividend yield	3.6	%	3.5	%	3.6	%	3.5	%

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Earnings Per Share (Tables)

6 Months Ended

Dec. 26, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table sets forth the computation of basic and diluted earnings (loss) per share:

	Three Months Ended					Six Months Ended
	December 26, 2015		December 27, 2014			December 26, 2015			December 27, 2014
	(in thousands, except per share data)
Numerator for basic earnings (loss) per share and diluted earnings (loss) per share
Net income (loss)	$	67,469	$	(72,034	)	$	(4,674	)	$	27,946
Denominator for basic earnings (loss) per share	285,526		282,992			285,057			283,539
Effect of dilutive securities:
Stock options, ESPP, RSUs, and MSUs	4,995		—			—			5,337
Denominator for diluted earnings (loss) per share	290,521		282,992			285,057			288,876
Earnings (loss) per share
Basic	$	0.24	$	(0.25	)	$	(0.02	)	$	0.10
Diluted	$	0.23	$	(0.25	)	$	(0.02	)	$	0.10

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Segment Information (Tables)

6 Months Ended

Dec. 26, 2015

Segment Reporting [Abstract]

Schedule of Revenue from External Customers by Geographical Areas [Table Text Block]

Net revenues by geographic region was as follows:

	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
	(in thousands)
United States	$	61,633	$	70,336	$	123,693	$	144,931
China	197,420		242,303		421,657		482,320
Rest of Asia	153,203		155,388		323,137		320,820
Europe	85,951		80,992		177,854		164,957
Rest of World	12,624		17,790		27,000		34,056
	$	510,831	$	566,809	$	1,073,341	$	1,147,084

Schedule of Long Lived Assets by Geographical Areas [Table Text Block]

Net long-lived assets by geographic region were as follows:

	December 26, 2015		June 27, 2015
	(in thousands)
United States	$	455,051	$	783,148
Philippines	181,140		166,405
Thailand	52,175		56,776
Rest of World	82,182		84,410
	$	770,548	$	1,090,739

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Comprehensive Income Loss (Tables)

6 Months Ended

Dec. 26, 2015

Statement of Comprehensive Income [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The changes in accumulated other comprehensive loss by component and related tax effects in the six months ended December 26, 2015 and December 27, 2014 were as follows:

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities			Total
June 27, 2015	$	(6,280	)	$	(10,004	)	$	(1,136	)	$	53		$	133		$	(17,234	)
Other comprehensive income (loss) before reclassifications	—			—			—			(941		)	(283		)	(1,224		)
Amounts reclassified out of accumulated other comprehensive loss (income)	—			505			—			415			—			920
Tax effects	—			(161		)	—			170			—			9
Other comprehensive income (loss)	—			344			—			(356		)	(283		)	(295		)
December 26, 2015	$	(6,280	)	$	(9,660	)	$	(1,136	)	$	(303	)	$	(150	)	$	(17,529	)

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities			Total
June 28, 2014	$	(5,753	)	$	(10,373	)	$	(1,136	)	$	(11	)	$	100		$	(17,173	)
Other comprehensive income (loss) before reclassifications	(116		)	—			—			(1,917		)	(108		)	(2,141		)
Amounts reclassified out of accumulated other comprehensive loss (income)	—			719			—			433			—			1,152
Tax effects	(516		)	(242		)	—			381			—			(377		)
Other comprehensive income (loss)	(632		)	477			—			(1,103		)	(108		)	(1,366		)
December 27, 2014	$	(6,385	)	$	(9,896	)	$	(1,136	)	$	(1,114	)	$	(8	)	$	(18,539	)

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Commitments and Contingencies (Tables)

6 Months Ended

Dec. 26, 2015

Product Warranties Disclosures [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

The changes in the Company’s aggregate product warranty liabilities for the six months ended December 26, 2015 and December 27, 2014 were as follows:

	Six Months Ended
	December 26, 2015			December 27, 2014
Product warranty liability	(in thousands)
Beginning balance	$	14,329		$	21,296
Accruals for warranties	2,247			1,168
Payments	(5,909		)	(7,113		)
Changes in estimate	873			1,380
Ending balance	$	11,540		$	16,731
Less: Current portion	7,240			8,131
Non-current portion	$	4,300		$	8,600

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Dec. 26, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Useful lives of definite lived intangible assets [Table Text Block]

The useful lives of amortizable intangible assets are as follows:

Asset	Life
Intellectual property	1-10 years
Customer relationships	4-10 years
Trade name	3-4 years
Patents	5 years

Schedule of intangible assets [Table Text Block]

Intangible assets consisted of the following:

	December 26, 2015						June 27, 2015
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	347,262	$	234,639	$	112,623	$	435,962	$	276,175	$	159,787
Customer relationships	96,830		69,925		26,905		120,230		82,774		37,456
Trade name	8,500		5,686		2,814		8,500		4,886		3,614
Patents	2,500		1,167		1,333		2,500		907		1,593
Total amortizable purchased intangible assets	455,092		311,417		143,675		567,192		364,742		202,450
IPR&D	59,202		—		59,202		59,202		—		59,202
Total purchased intangible assets	$	514,294	$	311,417	$	202,877	$	626,394	$	364,742	$	261,652

Schedule of amortization expense allocation of intangible assets [Table Text Block]

The following table presents the amortization expense of intangible assets and its presentation in the Condensed Consolidated Statements of Income:

	Three Months Ended				Six Months Ended
	December 26, 2015		December 27, 2014		December 26, 2015		December 27, 2014
	(in thousands)
Cost of goods sold	$	14,734	$	18,750	$	31,372	$	37,500
Intangible asset amortization	3,538		4,155		7,129		8,482
Total intangible asset amortization expenses	$	18,272	$	22,905	$	38,501	$	45,982

Estimated future amortization expense of intangible assets [Table Text Block]

The following table represents the estimated future amortization expense of intangible assets as of December 26, 2015:

Fiscal Year	Amount
	(in thousands)
Remaining six months of 2016	$	28,734
2017	49,091
2018	41,563
2019	13,278
2020	3,358
2021	2,888
Thereafter	4,763
Total intangible assets	$	143,675

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Restructuring Activities (Tables)

6 Months Ended

Dec. 26, 2015

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs [Table Text Block]

The Company’s restructuring activities in the six months ended December 26, 2015 were as follows:

	Balance, June 27, 2015		Six Months Ended December 26, 2015								Balance, December 26, 2015		As of December 26, 2015
			Charges		Cash Payments			Change in Estimates					Costs Incurred to Date (4)		Expected Costs to be Incurred
	(in thousands)
San Jose Fab Shutdown
Severance (1)	$	6,725	$	973	$	(5,104	)	$	(553	)	$	2,041	$	7,145	$	—
Accelerated depreciation (2)	—		41,600		—			—			41,600		93,094		—
Total San Jose Fab Shutdown	6,725		42,573		(5,104		)	(553		)	43,641		100,239		—
Other Plans
Severance (1)	11,496		15,940		(16,110		)	586			11,912		46,225		467
Dallas manufacturing facility accelerated depreciation (2)	$	—	$	4,064	$	—		$	—		$	4,064	$	4,064	$	12,191
Lease termination losses and other (3)	3,754		1,743		(253		)	(1,225		)	4,019		8,876		—
Total other plans	15,250		21,747		(16,363		)	(639		)	19,995		59,165		12,658
Total restructuring plans	$	21,975	$	64,320	$	(21,467	)	$	(1,192	)	$	63,636	$	159,404	$	12,658
In Balance Sheets:
Accrued salary and related expenses	$	18,221									$	13,953
Accrued expenses	$	2,004									$	2,410
Other liabilities	$	1,750									$	1,609

(1) Charges and change in estimates are included in Severance and restructuring expenses in the accompanying Condensed Consolidated Statements of Income.

(2) Charges and change in estimates are included in Cost of goods sold in the accompanying Condensed Consolidated Statements of Income.

(3) Charges and change in estimates are included in Severance and restructuring expenses and Other operating expenses (income), net in the accompanying Condensed Consolidated Statements of Income.

(4) Costs incurred to date presents the cumulative costs recorded in fiscal year 2015 and 2016 for the above named restructuring activities.

Schedule of Change in Accounting Estimate [Table Text Block]

Due to the above mentioned restructuring activities, the Company recorded accelerated depreciation resulting from the change in estimated useful lives of certain long lived assets included in restructuring plans. In all periods that accelerated depreciation expense was recorded, this resulted in additional expense and therefore impacted operating income (loss), net income (loss) and earnings per share as presented in the table below.

	Three Months Ended						Six Months Ended
	December 26, 2015			December 27, 2014			December 26, 2015			December 27 2014
	(in thousands, except per share data)
Operating income (loss), as reported	$	89,533		$	(64,076	)	$	13,768		$	36,882
Operating income (loss), excluding accelerated depreciation expense	91,565			(55,181		)	59,432			45,777
Effect of change in estimate	$	(2,032	)	$	(8,895	)	$	(45,664	)	$	(8,895	)
Net income (loss), as reported	$	67,469		$	(72,034	)	$	(4,674	)	$	27,946
Net income (loss), excluding accelerated depreciation expense	73,119			(62,278		)	37,705			37,702
Effect of change in estimate	$	(5,650	)	$	(9,756	)	$	(42,379	)	$	(9,756	)
Basic earnings (loss) per share, as reported	$	0.24		$	(0.25	)	$	(0.02	)	$	0.10
Diluted earnings (loss) per share, as reported	$	0.23		$	(0.25	)	$	(0.02	)	$	0.10
Basic earnings (loss) per share, excluding accelerated depreciation expense	$	0.26		$	(0.22	)	$	0.13		$	0.13
Diluted earnings (loss) per share, excluding accelerated depreciation expense	$	0.25		$	(0.22	)	$	0.13		$	0.13
Effect of change in estimate - basic earnings (loss) per share	$	(0.02	)	$	(0.03	)	$	(0.15	)	$	(0.03	)
Effect of change in estimate - diluted earnings (loss) per share	$	(0.02	)	$	(0.03	)	$	(0.15	)	$	(0.03	)

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Recently Issued Accounting Pronouncements (Details) $ in Millions	Dec. 26, 2015 USD ($)
New Accounting Pronouncement, Early Adoption [Line Items]
Change in Defer Tax Assets, Current	$ 50.6
Increase Decrease in Other Assets, Non-Current	40.7
Increase Decrease to Deferred Tax Liabilities, Non-current	$ 9.9

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Balance Sheet Components (Details) - USD ($) $ in Thousands	Dec. 26, 2015	Jun. 27, 2015
Accounts Receivables:
Accounts receivable	$ 247,468	$ 297,130
Returns and allowances	(16,288)	(18,286)
Accounts receivable, net	231,180	278,844
Inventories:
Raw materials	12,611	12,932
Work-in-process	178,650	199,716
Finished goods	83,480	75,826
Inventory, net	274,741	288,474
Property, plant and equipment:
Land	24,631	45,040
Buildings and building improvements	275,823	338,394
Machinery and equipment	1,431,786	1,970,819
Property, plant and equipment, gross	1,732,240	2,354,253
Less: accumulated depreciation and amortization	(961,692)	(1,263,514)
Property, plant and equipment, net	770,548	1,090,739
Other Assets, Noncurrent [Abstract]
Licenses, current	9,002	8,665
Defer Tax Assets, Non-current	23,120	1,447
Other Assets, Other	31,983	25,445
Other assets noncurrent	64,105	35,557
Assets Held-for-sale, Not Part of Disposal Group, Current [Abstract]
Assets Held for Sale, Not Part of Disposal Group, Property, Plant and Equipment, Net	41,402	8,208
Assets Held For Sale, Not Part of Disposal Group, Goodwill	20,999	0
Assets Held for Sale, not part of Disposal Group, Intangible Assets Net	20,273	0
Assets Held-for-sale, Not Part of Disposal Group, Current	82,674	8,208
Employee-related Liabilities, Current [Abstract]
Accrued Vacation	35,033	36,906
Accrued Bonuses	41,691	86,506
Accrued severance and post-employment benefits	19,933	25,136
Accrued Salaries	15,511	16,572
Accrued fringe	6,106	6,007
Other	10,934	10,233
Accrued salary and related expenses	129,208	181,360
Accounts Payable and Accrued Liabilities, Current [Abstract]
Self Insurance Reserve, Current	9,040	10,882
Accrued Contract Settlement	10,691	10,691
Accrued Interest	6,660	6,660
Other Accrued Liabilities, Current	20,912	20,156
Accrued Liabilities, Current	$ 47,303	$ 48,389

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Fair Value Measurements (Details) - USD ($) $ in Thousands		3 Months Ended
		Dec. 26, 2015	Dec. 27, 2014	Jun. 27, 2015	Jun. 28, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents		$ 1,648,518	$ 1,305,870	$ 1,550,965	$ 1,322,472
Available-for-sale Securities		124,955		75,154
Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis		0
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets		1,355,470		1,232,072
Total Liabilities		674		613
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value		0	0	0	3,215
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales		0	384
Business acquisition,cash paid for contingent consideration		0	(3,599)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value		0	0	0	$ 3,215
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) Included in Other Income		0	$ 0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets		1,230,289		1,156,239
Total Liabilities		0		0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets		125,181		75,833
Total Liabilities		674		613
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets		0		0
Total Liabilities		0		0
Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	1,230,289		1,156,239
Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	1,230,289		1,156,239
Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	0		0
Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	0		0
US Treasury Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities	[2]	124,955		75,154
US Treasury Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities	[2]	0		0
US Treasury Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities	[2]	124,955		75,154
US Treasury Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities	[2]	0		0
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts	[3]	226		679
Foreign currency forward contracts	[4]	674		613
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts	[3]	0		0
Foreign currency forward contracts	[4]	0		0
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts	[3]	226		679
Foreign currency forward contracts	[4]	674		613
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts	[3]	0		0
Foreign currency forward contracts	[4]	$ 0		$ 0

[1] Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets.

[2] Included in Short-term investments in the accompanying Condensed Consolidated Balance Sheets.

[3] Included in Other current assets in the accompanying Condensed Consolidated Balance Sheets.

[4] Included in Accrued expenses in the accompanying Condensed Consolidated Balance Sheets.

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Financial Instruments, Short-term Investments (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 26, 2015	Jun. 27, 2015
Available-for-sale Securities [Abstract]
Amortized Cost	$ 125,105,000	$ 75,022,000
Gross Unrealized Gain	0	132,000
Gross Unrealized Loss	150,000	0
Available-for-sale Securities	124,955,000	75,154,000
Short-Term Investment [Member]
Schedule of Available-for-sale Securities [Line Items]
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities	0	0
US Treasury Securities [Member]
Available-for-sale Securities [Abstract]
Amortized Cost	125,105,000	75,022,000
Gross Unrealized Gain	0	132,000
Gross Unrealized Loss	150,000	0
Available-for-sale Securities	$ 124,955,000	$ 75,154,000

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Financial Instruments, Balance Sheet Location (Details) - USD ($) $ in Millions	Dec. 26, 2015	Jun. 27, 2015
Derivatives designated as hedging instruments [Member] | Cash Flow Hedging [Member] | Forward contracts held to purchase U.S. dollars [Member]
Derivatives, Fair Value [Line Items]
Notional amount of derivatives	$ 44.0	$ 54.2
Derivatives designated as hedging instruments [Member] | Cash Flow Hedging [Member] | Forward contracts held to sell U.S. dollars [Member]
Derivatives, Fair Value [Line Items]
Notional amount of derivatives	2.7	3.7
Derivatives not designated as hedging instruments [Member] | Forward contracts held to purchase U.S. dollars [Member]
Derivatives, Fair Value [Line Items]
Notional amount of derivatives	23.8	31.1
Derivatives not designated as hedging instruments [Member] | Forward contracts held to sell U.S. dollars [Member]
Derivatives, Fair Value [Line Items]
Notional amount of derivatives	$ 24.1	$ 28.2

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Financial Instruments, Long-term Debt (Details) $ in Thousands	3 Months Ended		6 Months Ended	12 Months Ended
	Dec. 26, 2015 USD ($)	Dec. 27, 2014 USD ($)	Dec. 26, 2015 USD ($)	Jun. 27, 2015 USD ($)	Jun. 27, 2014 USD ($)	Dec. 28, 2013 USD ($)	Mar. 30, 2013 USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 1,000,000		$ 1,000,000	$ 1,001,024
Long-term debt, current portion	0		0	(1,024)
Long-term debt, excluding current portion	1,000,000		1,000,000	1,000,000
Interest expense relating to the Notes	8,200	$ 8,000
Estimated fair value of long-term debt	995,000		995,000
Fixed Rate Note Due November 2018 at 2 Point 50 Percent [Member]
Debt Instrument [Line Items]
Long-term debt	$ 500,000		$ 500,000	500,000		$ 500,000
Stated interest rate of the notes	2.50%		2.50%			2.50%
Effective interest rate of the Notes						2.60%
Net Proceeds From Issuance of Long Term Debt 4						$ 494,500
Fixed Rate Note Due March 2023 at 3 Point 375 Percent [Member]
Debt Instrument [Line Items]
Long-term debt	$ 500,000		$ 500,000	500,000			$ 500,000
Stated interest rate of the notes	3.375%		3.375%				3.375%
Effective interest rate of the Notes							3.50%
Net Proceeds From Issuance of Long Term Debt 4							$ 490,000
Term fixed rate notes (2.0%) due up to September 30, 2015 [Member]
Debt Instrument [Line Items]
Long-term debt	$ 0		$ 0	$ 1,024
Minimum stated interest rate of notes			2.00%
Unsecured Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Convenant Requirement, minimum interest coverage ratio				3.5
Line of Credit Facility, Maximum Borrowing Capacity					$ 350,000
Debt Instrument, Covenant Requirement, Ratio of Debt to EBITDA				3

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Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	$ 18,419	$ 20,776	$ 35,382	$ 43,196
Less: Income tax effect	3,295	3,365	6,057	6,637
Net stock-based compensation expense	15,124	17,411	29,325	36,559
Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	2,870	2,988	5,752	5,825
Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	9,138	11,221	17,179	23,543
General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	6,411	6,567	12,451	13,828
Stock options [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	1,924	2,978	3,947	6,893
Stock options [Member] | Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	279	362	614	701
Stock options [Member] | Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	843	1,587	1,713	3,734
Stock options [Member] | General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	802	1,029	1,620	2,458
Restricted stock units [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	14,318	15,529	26,806	31,559
Restricted stock units [Member] | Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	1,970	2,076	3,958	4,050
Restricted stock units [Member] | Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	7,210	8,415	13,084	17,247
Restricted stock units [Member] | General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	5,138	5,038	9,764	10,262
ESP Plan [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	2,177	2,269	4,629	4,744
ESP Plan [Member] | Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	621	550	1,180	1,074
ESP Plan [Member] | Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	1,085	1,219	2,382	2,562
ESP Plan [Member] | General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	471	500	1,067	1,108
Market stock units [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	$ 800	$ 600	$ 1,300	$ 900

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Stock-Based Compensation, Fair Value of Options (Details) - Stock options [Member] - $ / shares	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Weighted-average Assumptions Used for Fair Value of Award Granted [Abstract]
Expected holding period (in years)	0 days	5 years	0 days	4 years 9 months 18 days
Risk-free interest rate	0.00%	1.70%	0.00%	1.60%
Expected stock price volatility	0.00%	26.80%	0.00%	26.70%
Dividend yield	0.00%	3.50%	0.00%	3.20%
Options granted, weighted average fair value of stock options (per share)	$ 0.00	$ 4.79		$ 5.56

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Stock-Based Compensation, Stock Option Plans (Details) - Stock options [Member]	3 Months Ended		6 Months Ended
	Dec. 26, 2015 USD ($) $ / shares shares		Dec. 26, 2015 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding, beginning			10,173,016
Options Granted			0
Options Exercised			(2,198,354)
Options Cancelled			(689,633)
Options outstanding, ending	7,285,029		7,285,029
Options outstanding, weighted average exercise price, beginning (per share) | $ / shares			$ 25.83
Options granted, weighted average exercise price (per share) | $ / shares			0.00
Options exercised, weighted average exercise price (per share) | $ / shares			26.25
Options cancelled, weighted average exercise price (per share) | $ / shares			33.47
Options outstanding, weighted average exercise price, ending (per share) | $ / shares	$ 24.98		$ 24.98
Options outstanding, weighted average remaining contractual term (in years)			3 years 3 months 18 days
Options outstanding, aggregate intrinsic value | $	$ 98,360,731	[1]	$ 98,360,731	[1]
Options exercisable, number of shares	3,547,516		3,547,516
Options exercisable, weighted average exercise price (per share) | $ / shares	$ 21.89		$ 21.89
Options exercisable, weighted average remaining contractual term (in years)			2 years 2 months 12 days
Options exercisable, aggregate intrinsic value | $	$ 58,325,173	[1]	$ 58,325,173	[1]
Options vested and expected to vest, number of shares	7,092,264		7,092,264
Options vested and expected to vest, weighted average exercise price (per share) | $ / shares	$ 24.86		$ 24.86
Options vested and expected to vest, weighted average remaining contractual term (in years)			3 years 2 months 12 days
Options vested and expected to vest, aggregate intrinsic value | $	$ 95,523,711	[1]	$ 95,523,711	[1]
Unrecognized compensation costs related to unvested units | $	$ 11,500,000		$ 11,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares	3,700,000		3,700,000
Weighted average period of recognition for unrecognized compensation costs (in years)	2 years 2 months 12 days

[1] (1)Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on December 24, 2015, 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 December 26, 2015.

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Stock-Based Compensation, Restricted Stock Units (Details) - Restricted stock units [Member] - USD ($)		3 Months Ended		6 Months Ended
		Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value (per share)		$ 36.14	$ 27.24	$ 28.70	$ 27.18
Outstanding and expected to vest RSUs [Roll Forward]
Outstanding, beginning				7,129,985
Granted				2,303,680
Released				(1,005,291)
Cancelled				(754,853)
Outstanding, ending		7,673,521		7,673,521
Outstanding, weighted average remaining contractual term (in years)				2 years 10 months 24 days
Outstanding, aggregate intrinsic value	[1]	$ 293,743,258		$ 293,743,258
Expected to vest, number of shares		6,546,450		6,546,450
Restricted stock units vested and expected to vest, weighted average remaining contractual term 1				2 years 9 months 18 days
Restricted stock units expected to vest, aggregate intrinsic value	[1]	$ 248,084,773		$ 248,084,773
Value of restricted stock unit shares withheld for withholding tax		7,700,000		12,500,000
Unrecognized compensation costs related to unvested units		$ 152,900,000		$ 152,900,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares		7,700,000		7,700,000
Weighted average period of recognition for unrecognized compensation costs (in years)		2 years 10 months 24 days

[1] (1)Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on December 24, 2015, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of December 26, 2015.

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Stock-Based Compensation Stock Based Compensation, Market Stock Units (Details) - Market Stock Units [Member] - USD ($)		3 Months Ended	6 Months Ended
		Dec. 26, 2015	Dec. 26, 2015	Dec. 27, 2014
Outstanding and expected to vest MSUs [Roll Forward]
Weighted average grant date fair value (per share)			$ 29.64	$ 15.64
Outstanding, beginning			414,840
Granted			361,684
Released			0
Cancelled			(76,560)
Outstanding, ending		699,964	699,964
Outstanding, weighted average remaining contractual term (in years)			3 years 4 months 24 days
Outstanding, aggregate intrinsic value	[1]	$ 26,829,620	$ 26,829,620
Expected to vest, number of shares		566,843	566,843
Outstanding and expected to Vest, weighted average remaining contractual term 3			3 years 4 months 24 days
Outstanding and expected to vest, aggregate intrinsic value	[1]	$ 21,727,097	$ 21,727,097
Unrecognized compensation costs related to unvested units		$ 13,900,000	$ 13,900,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares		700,000	700,000
Weighted average period of recognition for unrecognized compensation costs (in years)		3 years 4 months 24 days

[1] (1)Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on December 24, 2015, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of December 26, 2015.

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Stock-Based Compensation, Employee Stock Purchase Plan (Details) - ESP Plan [Member] - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	6 months	6 months	6 months	6 months
Risk-free interest rate	0.40%	0.10%	0.40%	0.10%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	33.10%	26.40%	33.10%	26.40%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	3.60%	3.50%	3.60%	3.50%
Unrecognized compensation costs related to unvested units	$ 7.5	$ 7.7	$ 7.5	$ 7.7

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Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Numerator for basic earnings per share and diluted earnings per share
Net income	$ 67,469	$ (72,034)	$ (4,674)	$ 27,946
Denominator for basic earnings per share	285,526	282,992	285,057	283,539
Effect of dilutive securities
Stock options, ESPP and RSUs	4,995	0	0	5,337
Denominator for diluted earnings per share	290,521	282,992	285,057	288,876
Earnings per share, Basic (per share)	$ 0.24	$ (0.25)	$ (0.02)	$ 0.10
Earnings per share, Diluted (per share)	$ 0.23	$ (0.25)	$ (0.02)	$ 0.10
Antidilutive securities excluded from computation of earnings per share	100	5,800	5,600	5,900

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Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014	Jun. 27, 2015
Segment Reporting Information [Line Items]
Revenues	$ 510,831	$ 566,809	$ 1,073,341	$ 1,147,084
Long-lived assets	770,548		770,548		$ 1,090,739
United States [Member]
Segment Reporting Information [Line Items]
Revenues	61,633	70,336	123,693	144,931
Long-lived assets	455,051		455,051		783,148
China [Member]
Segment Reporting Information [Line Items]
Revenues	197,420	242,303	421,657	482,320
Rest of Asia [Member]
Segment Reporting Information [Line Items]
Revenues	153,203	155,388	323,137	320,820
Europe [Member]
Segment Reporting Information [Line Items]
Revenues	85,951	80,992	177,854	164,957
Philippines [Member]
Segment Reporting Information [Line Items]
Long-lived assets	181,140		181,140		166,405
THAILAND
Segment Reporting Information [Line Items]
Long-lived assets	52,175		52,175		56,776
Rest of World [Member]
Segment Reporting Information [Line Items]
Revenues	12,624	$ 17,790	27,000	$ 34,056
Long-lived assets	$ 82,182		$ 82,182		$ 84,410

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Comprehensive Income Loss Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			$ (17,234)	$ (17,173)
Other Comprehensive Income (Loss), before Reclassifications, before Tax			(1,224)	(2,141)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			920	1,152
Other Comprehensive Income (Loss), Tax			9	(377)
Other Comprehensive Income (Loss), Net of Tax	$ 71	$ 535	(295)	(1,366)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(17,529)	(18,539)	(17,529)	(18,539)
Unrealized Holding Gains (Losses) on Intercompany Receivables [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			(6,280)	(5,753)
Other Comprehensive Income (Loss), before Reclassifications, before Tax			0	(116)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			0	0
Other Comprehensive Income (Loss), Tax			0	(516)
Other Comprehensive Income (Loss), Net of Tax			0	(632)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(6,280)	(6,385)	(6,280)	(6,385)
Accumulated Defined Benefit Plans Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			(10,004)	(10,373)
Other Comprehensive Income (Loss), before Reclassifications, before Tax			0	0
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			505	719
Other Comprehensive Income (Loss), Tax			(161)	(242)
Other Comprehensive Income (Loss), Net of Tax			344	477
Accumulated Other Comprehensive Income (Loss), Net of Tax	(9,660)	(9,896)	(9,660)	(9,896)
Accumulated Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			(1,136)	(1,136)
Other Comprehensive Income (Loss), before Reclassifications, before Tax			0	0
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			0	0
Other Comprehensive Income (Loss), Tax			0	0
Other Comprehensive Income (Loss), Net of Tax			0	0
Accumulated Other Comprehensive Income (Loss), Net of Tax	(1,136)	(1,136)	(1,136)	(1,136)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			53	(11)
Other Comprehensive Income (Loss), before Reclassifications, before Tax			(941)	(1,917)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			415	433
Other Comprehensive Income (Loss), Tax			170	381
Other Comprehensive Income (Loss), Net of Tax			(356)	(1,103)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(303)	(1,114)	(303)	(1,114)
Unrealized Holding Gains (losses) on Available-for-sale Investments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			133	100
Other Comprehensive Income (Loss), before Reclassifications, before Tax			(283)	(108)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			0	0
Other Comprehensive Income (Loss), Tax			0	0
Other Comprehensive Income (Loss), Net of Tax			(283)	(108)
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (150)	$ (8)	$ (150)	$ (8)

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 12,471	$ 359	$ 2,447	$ (5,140)
Effective Income Tax Rate Reconciliation, Percent	15.60%	(0.50%)	(109.90%)	(22.50%)
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			35.00%
Goodwill, Impairment Loss	$ 84,110	$ 84,100		$ 84,100
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount	2,500	2,900	$ 2,500	2,900
Unrecognized Tax Benefits, Interest on Income Taxes Accrued	$ 3,800		3,800
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions			$ 1,000
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit		$ 24,800		$ 24,800

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Commitments and Contingencies (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Product Warranty Accrual	$ 14,329	$ 21,296
Product Warranty Accrual, Warranties Issued	2,247	1,168
Product Warranty Accrual, Payments	(5,909)	(7,113)
Product Warranty Accrual, Preexisting, Increase (Decrease)	873	1,380
Product Warranty Accrual	11,540	16,731
Product Warranty Accrual, Current	7,240	8,131
Product Warranty Accrual, Noncurrent	$ 4,300	$ 8,600

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Common Stock Repurchases (Details) - USD ($) shares in Millions, $ in Millions	6 Months Ended
	Dec. 26, 2015	Jul. 31, 2013
Common Stock Repurchases [Abstract]
Stock repurchase program, authorized amount		$ 1,000.0
Shares of common stock repurchased	1.8
Value of common stock repurchased	$ 62.8
Stock repurchase program, remaining authorized amount	$ 503.9

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Goodwill and Intangible Assets, Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Dec. 26, 2015	Sep. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014	Jun. 27, 2015
Goodwill [Line Items]
Goodwill, Impairment Loss	$ (84,110)		$ (84,100)		$ (84,100)
Impairment of Long-Lived Assets to be Disposed of	1,950	$ 157,700	$ 50,745	$ 159,647	$ 60,971
Assets Held For Sale, Not Part of Disposal Group, Goodwill	20,999			$ 20,999		$ 0
Sensing Solutions [Member]
Goodwill [Line Items]
Impairment of Long-Lived Assets to be Disposed of	45,200
Impairment of Intangible Assets (Excluding Goodwill)	$ 8,900

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Goodwill and Intangible Assets Useful Lives of Amortizable Intangible Assets (Details)	6 Months Ended
	Dec. 26, 2015
Intellectual property [Member] | Minimum [Member]
Amortizable intangible assets, useful life, minimum (in years)	1 year
Intellectual property [Member] | Maximum [Member]
Amortizable intangible assets, useful life, minimum (in years)	10 years
Customer relationships [Member] | Minimum [Member]
Amortizable intangible assets, useful life, minimum (in years)	4 years
Customer relationships [Member] | Maximum [Member]
Amortizable intangible assets, useful life, minimum (in years)	10 years
Tradename [Member] | Minimum [Member]
Amortizable intangible assets, useful life, minimum (in years)	3 years
Tradename [Member] | Maximum [Member]
Amortizable intangible assets, useful life, minimum (in years)	4 years
Patents [Member]
Amortizable intangible assets, useful life, minimum (in years)	5 years

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Goodwill and Intangible Assets, Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014	Jun. 27, 2015
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	$ 455,092		$ 455,092		$ 567,192
Accumulated Amortization	311,417		311,417		364,742
Net	143,675		143,675		202,450
Intangible Assets, Gross	514,294		514,294		626,394
Total purchased intangible assets	202,877		202,877		261,652
Assets Held for Sale, not part of Disposal Group, Intangible Assets Net	20,273		20,273		0
Cost of goods sold, amortization	14,734	$ 18,750	31,372	$ 37,500
Amortization of Intangible Assets	3,538	4,155	7,129	8,482
Intangible Asset Amortization Expense	18,272	$ 22,905	38,501	$ 45,982
Future amortization expense [Abstract]
Remaining six months of 2016	28,734		28,734
2017	49,091		49,091
2018	41,563		41,563
2019	13,278		13,278
2020	3,358		3,358
2021	2,888		2,888
Thereafter	4,763		4,763
Net	143,675		143,675		202,450
Intellectual property [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	347,262		347,262		435,962
Accumulated Amortization	234,639		234,639		276,175
Net	112,623		112,623		159,787
Future amortization expense [Abstract]
Net	112,623		112,623		159,787
Customer relationships [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	96,830		96,830		120,230
Accumulated Amortization	69,925		69,925		82,774
Net	26,905		26,905		37,456
Future amortization expense [Abstract]
Net	26,905		26,905		37,456
Tradename [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	8,500		8,500		8,500
Accumulated Amortization	5,686		5,686		4,886
Net	2,814		2,814		3,614
Future amortization expense [Abstract]
Net	2,814		$ 2,814		3,614
Patents [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, useful life, minimum (in years)			5 years
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	2,500		$ 2,500		2,500
Accumulated Amortization	1,167		1,167		907
Net	1,333		1,333		1,593
Future amortization expense [Abstract]
Net	1,333		1,333		1,593
In Process Research and Development [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
IPR&D	$ 59,202		$ 59,202		$ 59,202

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Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Dec. 26, 2015	Sep. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Long Lived Assets Held-for-sale [Line Items]
Impairment of Long-Lived Assets to be Disposed of	$ 1,950	$ 157,700	$ 50,745	$ 159,647	$ 60,971
Gain (Loss) on Disposition of Property Plant Equipment				$ 5,863	$ (2,088)
San Jose Wafer Fab [Member]
Long Lived Assets Held-for-sale [Line Items]
Proceeds from Sale of Other Property, Plant, and Equipment	39,000
Gain (Loss) on Disposition of Property Plant Equipment	$ 3,800
Sensing Solutions [Member]
Long Lived Assets Held-for-sale [Line Items]
Impairment of Long-Lived Assets to be Disposed of			$ 45,200

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Restructuring Activities (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014	Jun. 27, 2015
Restructuring Reserve [Roll Forward]
Restructuring Reserve				$ 21,975
Severance and restructuring expenses				64,320
Payments for Restructuring				(21,467)
Restructuring Reserve, Accrual Adjustment				(1,192)
Restructuring Reserve		$ 63,636		63,636
Restructuring and Related Cost, Cost Incurred to Date	[1]	159,404		159,404
Restructuring and Related Cost, Expected Cost		12,658		12,658
Employee-related Liabilities		13,953		13,953		$ 18,221
Accrued Liabilities		2,410		2,410		2,004
Restructuring Reserve, Noncurrent		1,609		1,609		$ 1,750
Severance and Restructuring Charges		10,652	$ 13,635	17,778	$ 15,020
San Jose Fab Shutdown Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve				6,725
Severance and restructuring expenses				42,573
Payments for Restructuring				(5,104)
Restructuring Reserve, Accrual Adjustment				(553)
Restructuring Reserve		43,641		43,641
Restructuring and Related Cost, Cost Incurred to Date	[1]	100,239		100,239
Restructuring and Related Cost, Expected Cost		0		0
Other Restructuring Plans [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve				15,250
Severance and restructuring expenses				21,747
Payments for Restructuring				(16,363)
Restructuring Reserve, Accrual Adjustment				(639)
Restructuring Reserve		19,995		19,995
Restructuring and Related Cost, Cost Incurred to Date	[1]	59,165		59,165
Restructuring and Related Cost, Expected Cost		12,658		12,658
Employee Severance [Member] | San Jose Fab Shutdown Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve	[2]			6,725
Severance and restructuring expenses	[2]			973
Payments for Restructuring	[2]			(5,104)
Restructuring Reserve, Accrual Adjustment	[2]			(553)
Restructuring Reserve	[2]	2,041		2,041
Restructuring and Related Cost, Cost Incurred to Date	[1],[2]	7,145		7,145
Restructuring and Related Cost, Expected Cost	[2]	0		0
Restructuring Charge, Charges and Change in Estimates	[2]	0		400
Employee Severance [Member] | Other Restructuring Plans [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve	[2]			11,496
Severance and restructuring expenses	[2]			15,940
Payments for Restructuring	[2]			(16,110)
Restructuring Reserve, Accrual Adjustment	[2]			586
Restructuring Reserve	[2]	11,912		11,912
Restructuring and Related Cost, Cost Incurred to Date	[1],[2]	46,225		46,225
Restructuring and Related Cost, Expected Cost	[2]	467		467
Restructuring Charge, Charges and Change in Estimates	[2]	10,700		17,000
WLP Accelerated Depreciation [Member] | Other Restructuring Plans [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve	[3]			0
Severance and restructuring expenses	[3]	2,000		4,064
Payments for Restructuring	[3]			0
Restructuring Reserve, Accrual Adjustment	[3]			0
Restructuring Reserve	[3]	4,064		4,064
Restructuring and Related Cost, Cost Incurred to Date	[1],[3]	4,064		4,064
Restructuring and Related Cost, Expected Cost	[3]	12,191		12,191
Accelerated Depreciation [Member] | San Jose Fab Shutdown Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve	[3]			0
Severance and restructuring expenses	[3]	0		41,600
Payments for Restructuring	[3]			0
Restructuring Reserve, Accrual Adjustment	[3]			0
Restructuring Reserve	[3]	41,600		41,600
Restructuring and Related Cost, Cost Incurred to Date	[1],[3]	93,094		93,094
Restructuring and Related Cost, Expected Cost	[3]	0		0
Lease Termination Losses [Member] | Other Restructuring Plans [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve	[4]			3,754
Severance and restructuring expenses	[4]			1,743
Payments for Restructuring	[4]			(253)
Restructuring Reserve, Accrual Adjustment	[4]			(1,225)
Restructuring Reserve	[4]	4,019		4,019
Restructuring and Related Cost, Cost Incurred to Date	[1],[4]	8,876		8,876
Restructuring and Related Cost, Expected Cost	[4]	$ 0		$ 0

[1] Costs incurred to date presents the cumulative costs recorded in fiscal year 2015 and 2016 for the above named restructuring activities.

[2] Charges and change in estimates are included in Severance and restructuring expenses in the accompanying Condensed Consolidated Statements of Income.

[3] Charges and change in estimates are included in Cost of goods sold in the accompanying Condensed Consolidated Statements of Income.

[4] Charges and change in estimates are included in Severance and restructuring expenses and Other operating expenses (income), net in the accompanying Condensed Consolidated Statements of Income.

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Restructuring Activities Change in Estimate (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 26, 2015	Dec. 27, 2014	Dec. 26, 2015	Dec. 27, 2014
Change in Accounting Estimate [Line Items]
Operating Income (Loss)	$ 89,533	$ (64,076)	$ 13,768	$ 36,882
Net income	$ 67,469	$ (72,034)	$ (4,674)	$ 27,946
Basic (per share)	$ 0.24	$ (0.25)	$ (0.02)	$ 0.10
Diluted (per share)	$ 0.23	$ (0.25)	$ (0.02)	$ 0.10
Service Life [Member]
Change in Accounting Estimate [Line Items]
Operating Income (Loss)	$ (2,032)	$ (8,895)	$ (45,664)	$ (8,895)
Operating Income (Loss), Excluding Accelerated Depreciation Expense	91,565	(55,181)	59,432	45,777
Net income	(5,650)	(9,756)	(42,379)	(9,756)
Net Income (Loss), Excluding Accelerated Depreciation Expense	$ 73,119	$ (62,278)	$ 37,705	$ 37,702
Basic (per share)	$ 0.26	$ (0.22)	$ 0.13	$ 0.13
Diluted (per share)	0.25	(0.22)	0.13	0.13
Decrease in basic earnings per share	(0.02)	(0.03)	(0.15)	(0.03)
Decrease in Diluted Earnings Per Share	$ (0.02)	$ (0.03)	$ (0.15)	$ (0.03)

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Subsequent Event (Details) $ in Millions	6 Months Ended
	Dec. 26, 2015 USD ($)
Subsequent Event [Line Items]
Proceeds from Divestiture of Businesses	$ 105.0