NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED FEBRUARY 1, 2014
(all tabular amounts in thousands except per share amounts and percentages)
Note 1 – Basis of Presentation
In the opinion of management, the information furnished in the accompanying condensed consolidated financial statements reflects all normal recurring adjustments that are necessary to fairly state the results for these interim periods and should be read in conjunction with Analog Devices, Inc.’s (the Company) Annual Report on Form 10-K for the fiscal year ended
November 2, 2013
and related notes. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending
November 1, 2014
or any future period.
Certain amounts reported in previous periods have been reclassified to conform to the fiscal 2014 presentation. Such reclassified amounts are immaterial. The Company has a 52-53 week fiscal year that ends on the Saturday closest to the last day in October. Fiscal 2014 and fiscal 2013 are
52
-week fiscal years.
Note 2 – Revenue Recognition
Revenue from product sales to customers is generally recognized when title passes, which for shipments to certain foreign countries is subsequent to product shipment. Title for these shipments ordinarily passes within a week of shipment. A reserve for sales returns and allowances for customers is recorded based on historical experience or specific identification of an event necessitating a reserve.
In all regions of the world, the Company defers revenue and the related cost of sales on shipments to distributors until the distributors resell the products to their customers. As a result, the Company’s revenue fully reflects end customer purchases and is not impacted by distributor inventory levels. Sales to distributors are made under agreements that allow distributors to receive price-adjustment credits, as discussed below, and to return qualifying products for credit, as determined by the Company, in order to reduce the amounts of slow-moving, discontinued or obsolete product from their inventory. These agreements limit such returns to a certain percentage of the value of the Company’s shipments to that distributor during the prior quarter. In addition, distributors are allowed to return unsold products if the Company terminates the relationship with the distributor.
Distributors are granted price-adjustment credits for sales to their customers when the distributor’s standard cost (i.e., the Company’s sales price to the distributor) does not provide the distributor with an appropriate margin on its sales to its customers. As distributors negotiate selling prices with their customers, the final sales price agreed upon with the customer will be influenced by many factors, including the particular product being sold, the quantity ordered, the particular customer, the geographic location of the distributor and the competitive landscape. As a result, the distributor may request and receive a price-adjustment credit from the Company to allow the distributor to earn an appropriate margin on the transaction.
Distributors are also granted price-adjustment credits in the event of a price decrease subsequent to the date the product was shipped and billed to the distributor. Generally, the Company will provide a credit equal to the difference between the price paid by the distributor (less any prior credits on such products) and the new price for the product multiplied by the quantity of the specific product in the distributor’s inventory at the time of the price decrease.
Given the uncertainties associated with the levels of price-adjustment credits to be granted to distributors, the sales price to the distributor is not fixed or determinable until the distributor resells the products to their customers. Therefore, the Company defers revenue recognition from sales to distributors until the distributors have sold the products to their customers.
Title to the inventory transfers to the distributor at the time of shipment or delivery to the distributor, and payment from the distributor is due in accordance with the Company’s standard payment terms. These payment terms are not contingent upon the distributors’ sale of the products to their customers. Upon title transfer to distributors, inventory is reduced for the cost of goods shipped, the margin (sales less cost of sales) is recorded as “deferred income on shipments to distributors, net” and an account receivable is recorded. Shipping costs are charged to cost of sales as incurred.
The deferred costs of sales to distributors have historically had very little risk of impairment due to the margins the Company earns on sales of its products and the relatively long life-cycle of the Company’s products. Product returns from distributors that are ultimately scrapped have historically been immaterial. In addition, price protection and price-adjustment credits granted to distributors historically have not exceeded the margins the Company earns on sales of its products. The Company continuously monitors the level and nature of product returns and is in frequent contact with the distributors to ensure reserves are established for all known material issues.
As of
February 1, 2014
and
November 2, 2013
, the Company had gross deferred revenue of
$306.3 million
and
$309.2 million
, respectively, and gross deferred cost of sales of
$61.1 million
and
$61.8 million
, respectively. Deferred income on shipments to distributors decreased in the
first three months
of fiscal
2014
primarily as a result of increased shipment volumes of lower margin products to end customers, partially offset by a stronger concentration of higher margin product shipments into the channel.
The Company generally offers a
twelve
-month warranty for its products. The Company’s warranty policy provides for replacement of defective products. Specific accruals are recorded for known product warranty issues. Product warranty expenses during each of the
three-month periods
ended
February 1, 2014
and
February 2, 2013
were
not material
.
Note 3 – Stock-Based Compensation
Stock-based compensation is measured at the grant date based on the grant-date fair value of the awards ultimately expected to vest, and is recognized as an expense on a straight-line basis over the vesting period, which is generally
five years
for stock options and
three years
for restricted stock units. Determining the amount of stock-based compensation to be recorded requires the Company to develop estimates used in calculating the grant-date fair value of stock options.
Grant-Date Fair Value
— The Company uses the Black-Scholes valuation model to calculate the grant-date fair value of stock option awards. The use of valuation models requires the Company to make estimates and assumptions, such as expected volatility, expected term, risk-free interest rate, expected dividend yield and forfeiture rates. The grant-date fair value of restricted stock units represents 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.
Information pertaining to the Company’s stock option awards and the related estimated weighted-average assumptions to calculate the fair value of stock options granted during the
three-month periods
ended
February 1, 2014
and
February 2, 2013
are as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
Stock Options
|
February 1, 2014
|
|
February 2, 2013
|
Options granted (in thousands)
|
16
|
|
|
20
|
|
Weighted-average exercise price
|
|
$48.97
|
|
|
|
$39.98
|
|
Weighted-average grant-date fair value
|
|
$7.06
|
|
|
|
$5.87
|
|
Assumptions:
|
|
|
|
Weighted-average expected volatility
|
23.0
|
%
|
|
24.1
|
%
|
Weighted-average expected term (in years)
|
5.4
|
|
|
5.3
|
|
Weighted-average risk-free interest rate
|
1.6
|
%
|
|
0.7
|
%
|
Weighted-average expected dividend yield
|
2.7
|
%
|
|
3.0
|
%
|
Expected volatility
— The Company is responsible for estimating volatility and has considered a number of factors, including third-party estimates. The Company currently believes that the exclusive use of implied volatility results in the best estimate of the grant-date fair value of employee stock options because it reflects the market’s current expectations of future volatility. In evaluating the appropriateness of exclusively relying on implied volatility, the Company concluded that: (1) options in the Company’s common stock are actively traded with sufficient volume on several exchanges; (2) the market prices of both the traded options and the underlying shares are measured at a similar point in time to each other and on a date close to the grant date of the employee share options; (3) the traded options have exercise prices that are both near-the-money and close to the exercise price of the employee share options; and (4) the remaining maturities of the traded options used to estimate volatility are at least one year.
Expected term
— The Company uses historical employee exercise and option expiration data to estimate the expected term assumption for the Black-Scholes grant-date valuation. The Company believes that this historical data is currently the best estimate of the expected term of a new option, and that generally its employees exhibit similar exercise behavior.
Risk-free interest rate
— The yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected term assumption is used as the risk-free interest rate.
Expected dividend yield
— Expected dividend yield is calculated by annualizing the cash dividend declared by the Company’s Board of Directors for the current quarter and dividing that result by the closing stock price on the date of grant.
Until such time as the Company’s Board of Directors declares a cash dividend for an amount that is different from the current quarter’s cash dividend, the current dividend will be used in deriving this assumption. Cash dividends are not paid on options, restricted stock or restricted stock units.
Stock-Based Compensation Expense
The amount of stock-based compensation expense recognized during a period is based on the value of the awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock-based award. Based on an analysis of its historical forfeitures, the Company has applied an annual forfeiture rate of
4.4%
to all unvested stock-based awards as of
February 1, 2014
. The rate of
4.4%
represents the portion that is expected to be forfeited each year over the vesting period. This analysis will be re-evaluated quarterly and the forfeiture rate will be adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those options that vest.
Additional paid-in-capital (APIC) Pool
The APIC pool represents the excess tax benefits related to share-based compensation that are available to absorb future tax deficiencies. If the amount of future tax deficiencies is greater than the available APIC pool, the Company records the excess as income tax expense in its condensed consolidated statements of income. During the
three-month periods
ended
February 1, 2014
and
February 2, 2013
, the Company had available APIC pool to absorb tax deficiencies recorded and as a result, these deficiencies did not affect its results of operations.
Stock-Based Compensation Activity
A summary of the activity under the Company’s stock option plans as of
February 1, 2014
and changes during the
three-month period
then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activity during the Three Months Ended February 1, 2014
|
Options
Outstanding
(in thousands)
|
|
Weighted-
Average Exercise
Price Per Share
|
|
Weighted-
Average
Remaining
Contractual
Term in Years
|
|
Aggregate
Intrinsic
Value
|
Options outstanding November 2, 2013
|
18,992
|
|
|
|
$33.56
|
|
|
|
|
|
Options granted
|
16
|
|
|
|
$48.97
|
|
|
|
|
|
Options exercised
|
(2,507
|
)
|
|
|
$31.76
|
|
|
|
|
|
Options forfeited
|
(115
|
)
|
|
|
$40.79
|
|
|
|
|
|
Options expired
|
(24
|
)
|
|
|
$45.46
|
|
|
|
|
|
Options outstanding at February 1, 2014
|
16,362
|
|
|
|
$33.79
|
|
|
5.2
|
|
|
$236,988
|
|
Options exercisable at February 1, 2014
|
11,131
|
|
|
|
$30.04
|
|
|
3.8
|
|
|
$202,894
|
|
Options vested or expected to vest at February 1, 2014 (1)
|
15,976
|
|
|
|
$33.57
|
|
|
5.1
|
|
|
$234,806
|
|
|
|
(1)
|
In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. The number of options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options.
|
During the
three months
ended
February 1, 2014
, the total intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) was
$44.9 million
and the total amount of proceeds received by the Company from the exercise of these options was
$79.6 million
.
During the
three months
ended
February 2, 2013
, the total intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) was
$52.0 million
and the total amount of proceeds received by the Company from the exercise of these options was
$113.8 million
.
A summary of the Company’s restricted stock unit award activity as of
February 1, 2014
and changes during the
three-month period
then ended is presented below:
|
|
|
|
|
|
|
|
Activity during the Three Months Ended February 1, 2014
|
Restricted
Stock Units
Outstanding
(in thousands)
|
|
Weighted-
Average Grant-
Date Fair Value
Per Share
|
Restricted stock units outstanding at November 2, 2013
|
2,493
|
|
|
|
$37.62
|
|
Units granted
|
24
|
|
|
|
$46.81
|
|
Restrictions lapsed
|
(784
|
)
|
|
|
$34.86
|
|
Forfeited
|
(38
|
)
|
|
|
$38.50
|
|
Restricted stock units outstanding at February 1, 2014
|
1,695
|
|
|
|
$39.00
|
|
As of
February 1, 2014
, there was
$70.3 million
of total unrecognized compensation cost related to unvested share-based awards comprised of stock options and restricted stock units. That cost is expected to be recognized over a weighted-average period of
1.4 years
. The total grant-date fair value of shares that vested during the
three months
ended
February 1, 2014
and
February 2, 2013
was approximately
$39.5 million
and
$50.2 million
, respectively.
Note 4 – Common Stock Repurchase
The Company’s common stock repurchase program has been in place since
August 2004
. As of February 1, 2014, in the aggregate, the Board of Directors has authorized the Company to repurchase
$5.0 billion
of the Company’s common stock under the program. Under the program, the Company may repurchase outstanding shares of its common stock from time to time in the open market and through privately negotiated transactions. Unless terminated earlier by resolution of the Company’s Board of Directors, the repurchase program will expire when the Company has repurchased all shares authorized under the program. As of
February 1, 2014
, the Company had repurchased a total of approximately
131.6 million
shares of its common stock for approximately
$4,556.6 million
under this program. As of
February 1, 2014
, an additional
$443.4 million
remains available for repurchase of shares under the current authorized program. The repurchased shares are held as authorized but unissued shares of common stock. The Company also, from time to time, repurchases shares in settlement of employee tax withholding obligations due upon the vesting of restricted stock units, or in certain limited circumstances to satisfy the exercise price of options granted to the Company’s employees under the Company’s equity compensation plans. Any future common stock repurchases will be dependent upon several factors, including the Company's financial performance, outlook, liquidity and the amount of cash the Company has available in the United States.
Note 5 – Accumulated Other Comprehensive Income (Loss)
The following table provides the changes in accumulated other comprehensive income (loss), OCI, by component and the related tax effects during the first three months of fiscal 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
Unrealized holding Gains on securities classified as short-term investments
|
|
Unrealized holding (losses) on securities classified as short-term investments
|
|
Unrealized holding Gains (losses) on Derivatives
|
|
Pension Plans
|
|
Total
|
November 3, 2013
|
$
|
483
|
|
|
$
|
953
|
|
|
$
|
(435
|
)
|
|
$
|
9,097
|
|
|
$
|
(90,644
|
)
|
|
$
|
(80,546
|
)
|
Other comprehensive income before reclassifications
|
(740
|
)
|
|
(111
|
)
|
|
(90
|
)
|
|
(2,113
|
)
|
|
(324
|
)
|
|
(3,378
|
)
|
Amounts reclassified out of other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(293
|
)
|
|
1,080
|
|
|
787
|
|
Tax effects
|
—
|
|
|
30
|
|
|
3
|
|
|
329
|
|
|
(162
|
)
|
|
200
|
|
Other comprehensive income
|
(740
|
)
|
|
(81
|
)
|
|
(87
|
)
|
|
(2,077
|
)
|
|
594
|
|
|
(2,391
|
)
|
February 1, 2014
|
$
|
(257
|
)
|
|
$
|
872
|
|
|
$
|
(522
|
)
|
|
$
|
7,020
|
|
|
$
|
(90,050
|
)
|
|
$
|
(82,937
|
)
|
The amounts reclassified out of accumulated other comprehensive income into the consolidated condensed statement of income, with presentation location during each period were as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
February 1, 2014
|
|
|
Comprehensive Income Component
|
|
|
|
Location
|
Unrealized holding (losses) gains on derivatives
|
|
|
|
|
Currency forwards
|
|
$
|
312
|
|
|
Cost of sales
|
|
|
(389
|
)
|
|
Research and development
|
|
|
58
|
|
|
Selling, marketing, general and administrative
|
Treasury rate lock
|
|
(274
|
)
|
|
Interest, expense
|
|
|
(293
|
)
|
|
Total before tax
|
|
|
98
|
|
|
Tax
|
|
|
$
|
(195
|
)
|
|
Net of tax
|
|
|
|
|
|
Amortization of pension components
|
|
|
|
|
Transition obligation
|
|
$
|
5
|
|
|
a
|
Prior service credit
|
|
(60
|
)
|
|
a
|
Actuarial losses
|
|
1,135
|
|
|
a
|
|
|
1,080
|
|
|
Total before tax
|
|
|
(162
|
)
|
|
Tax
|
|
|
$
|
918
|
|
|
Net of tax
|
|
|
|
|
|
Total amounts reclassified out of accumulated other comprehensive income, net of tax
|
|
$
|
723
|
|
|
|
______________
a) The amortization of pension components is included in the computation of net periodic pension cost. For further information see Note 13,
Retirement Plans
, contained in Item 8 of the Annual Report on Form 10-K for the fiscal year ended November 2, 2013.
The Company estimates
$1.6 million
of net derivative unrealized holding gains included in OCI will be reclassified into earnings within the next twelve months. There was
no ineffectiveness
in the
three-month periods
ended
February 1, 2014
and
February 2, 2013
.
Unrealized gains and losses on available-for-sale securities classified as short-term investments at
February 1, 2014
and
November 2, 2013
are as follows:
|
|
|
|
|
|
|
|
|
|
February 1, 2014
|
|
November 2, 2013
|
Unrealized gains on securities classified as short-term investments
|
$
|
1,026
|
|
|
$
|
1,137
|
|
Unrealized losses on securities classified as short-term investments
|
(601
|
)
|
|
(511
|
)
|
Net unrealized gains on securities classified as short-term investments
|
$
|
425
|
|
|
$
|
626
|
|
As of
February 1, 2014
, the Company held
143
investment securities,
40
of which were in an unrealized loss position with an aggregate fair value of
$1,281.6 million
. As of
November 2, 2013
, the Company held
137
investment securities,
31
of which were in an unrealized loss position with an aggregate fair value of
$972.2 million
. These unrealized losses were primarily related to corporate obligations that earn lower interest rates than current market rates. None of these investments have been in a loss position for more than twelve months. As the Company does not intend to sell these investments and it is unlikely that the Company will be required to sell the investments before recovery of their amortized basis, which will be at maturity, the Company does not consider those investments to be other-than-temporarily impaired at
February 1, 2014
and
November 2, 2013
.
Realized gains or losses on investments are determined based on the specific identification basis and are recognized in nonoperating (income) expense. There were
no
material net realized gains or losses from the sales of available-for-sale investments during any of the fiscal periods presented.
Note 6 – Earnings Per Share
Basic earnings per share is computed based only on the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock option programs and other potentially dilutive securities using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money and restricted stock units. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of in-the-money stock options. Potential shares related to certain of the Company’s outstanding stock options were excluded because they were anti-dilutive. Those potential shares, determined based on the weighted average exercise prices during the respective periods, related to the Company’s outstanding stock options could be dilutive in the future.
The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
February 1, 2014
|
|
February 2, 2013
|
|
Net Income
|
$
|
152,586
|
|
|
$
|
131,222
|
|
|
Basic shares:
|
|
|
|
|
Weighted-average shares outstanding
|
312,286
|
|
|
303,484
|
|
|
Earnings per share basic:
|
$
|
0.49
|
|
|
$
|
0.43
|
|
|
Diluted shares:
|
|
|
|
|
Weighted-average shares outstanding
|
312,286
|
|
|
303,484
|
|
|
Assumed exercise of common stock equivalents
|
5,731
|
|
|
6,791
|
|
|
Weighted-average common and common equivalent shares
|
318,017
|
|
|
310,275
|
|
|
Earnings per share diluted:
|
$
|
0.48
|
|
|
$
|
0.42
|
|
|
Anti-dilutive shares related to:
|
|
|
|
|
Outstanding stock options
|
2,242
|
|
|
5,641
|
|
|
Note 7 – Special Charges
The Company monitors global macroeconomic conditions on an ongoing basis and continues to assess opportunities for improved operational effectiveness and efficiency, as well as a better alignment of expenses with revenues. As a result of these assessments, the Company has undertaken various restructuring actions over the past several years. These actions are described below.
The following tables display the special charges taken for ongoing actions and a roll-forward from
November 2, 2013
to
February 1, 2014
of the employee separation and exit cost accruals established related to these actions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reduction of Operating Costs
|
Statement of Income
|
|
2012
|
|
2013
|
|
2014
|
Workforce reductions
|
|
$
|
7,966
|
|
|
$
|
29,848
|
|
|
$
|
2,685
|
|
Facility closure costs
|
|
186
|
|
|
—
|
|
|
—
|
|
Non-cash impairment charge
|
|
219
|
|
|
—
|
|
|
—
|
|
Other items
|
|
60
|
|
|
—
|
|
|
—
|
|
Total Charges
|
|
$
|
8,431
|
|
|
$
|
29,848
|
|
|
$
|
2,685
|
|
|
|
|
|
|
Accrued Restructuring
|
Reduction of Operating Costs
|
Balance at November 2, 2013
|
$
|
19,955
|
|
First quarter 2014 special charge
|
2,685
|
|
Severance payments
|
(4,171
|
)
|
Effect of foreign currency on accrual
|
(4
|
)
|
Balance at February 1, 2014
|
$
|
18,465
|
|
Reduction of Operating Costs
During fiscal 2012, the Company recorded special charges of approximately
$8.4 million
. These special charges included:
$8.0 million
for severance and fringe benefit costs in accordance with its ongoing benefit plan or statutory requirements at foreign locations for
95
manufacturing, engineering and selling, marketing, general and administrative (SMG&A) employees;
$0.2 million
for lease obligation costs for facilities that the Company ceased using during the third quarter of fiscal 2012;
$0.1 million
for contract termination costs; and
$0.2 million
for the write-off of property, plant and equipment. The Company terminated the employment of all employees associated with these actions.
During fiscal 2013, the Company recorded special charges of approximately
$29.8 million
for severance and fringe benefit costs in accordance with its ongoing benefit plan or statutory requirements at foreign locations for
235
engineering and SMG&A employees. As of February 1, 2014, the Company employed
35
of the
235
employees included in this cost reduction action. These employees must continue to be employed by the Company until their employment is involuntarily terminated in order to receive the severance benefit.
During the first quarter of fiscal 2014, the Company recorded a special charge of approximately
$2.7 million
for severance and fringe benefit costs in accordance with its ongoing benefit plan or statutory requirements at foreign locations for
30
engineering and SMG&A employees. As of February 1, 2014, the Company employed
12
of the
30
employees included in this cost reduction action. These employees must continue to be employed by the Company until their employment is involuntarily terminated in order to receive the severance benefit.
Note 8 – Segment Information
The Company operates and tracks its results in
one
reportable segment based on the aggregation of
five
operating segments. The Company designs, develops, manufactures and markets a broad range of integrated circuits. The Chief Executive Officer has been identified as the Chief Operating Decision Maker.
Revenue Trends by End Market
The following table summarizes revenue by end market. The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which the Company’s product will be incorporated. As data systems for capturing and tracking this data evolve and improve, the categorization of products by end market can vary over time. When this occurs, the Company reclassifies revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market. The results below in the consumer end market are reflective of the sale of the Company's microphone product line in the fourth quarter of fiscal 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
February 1, 2014
|
|
February 2, 2013
|
|
Revenue
|
|
% of
Revenue
|
|
Y/Y%
|
|
Revenue
|
|
% of
Revenue*
|
Industrial
|
$
|
290,365
|
|
|
46
|
%
|
|
3
|
%
|
|
$
|
281,209
|
|
|
45
|
%
|
Automotive
|
124,157
|
|
|
20
|
%
|
|
15
|
%
|
|
107,760
|
|
|
17
|
%
|
Consumer
|
74,119
|
|
|
12
|
%
|
|
(31
|
)%
|
|
107,356
|
|
|
17
|
%
|
Communications
|
139,597
|
|
|
22
|
%
|
|
11
|
%
|
|
125,809
|
|
|
20
|
%
|
Total revenue
|
$
|
628,238
|
|
|
100
|
%
|
|
1
|
%
|
|
$
|
622,134
|
|
|
100
|
%
|
* The sum of the individual percentages does not equal the total due to rounding.
Revenue Trends by Product Type
The following table summarizes revenue by product categories. The categorization of the Company’s products into broad categories is based on the characteristics of the individual products, the specification of the products and in some cases the specific uses that certain products have within applications. The categorization of products into categories is therefore subject to judgment in some cases and can vary over time. In instances where products move between product categories, the Company reclassifies the amounts in the product categories for all prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each product category. The results below in the other analog product category market are reflective of the sale of the Company's microphone product line in the fourth quarter of fiscal 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
February 1, 2014
|
|
February 2, 2013
|
|
Revenue
|
|
% of
Revenue
|
|
Y/Y%
|
|
Revenue
|
|
% of
Revenue*
|
Converters
|
$
|
290,551
|
|
|
46
|
%
|
|
5
|
%
|
|
$
|
277,940
|
|
|
45
|
%
|
Amplifiers / Radio frequency
|
164,714
|
|
|
26
|
%
|
|
4
|
%
|
|
157,978
|
|
|
25
|
%
|
Other analog
|
79,419
|
|
|
13
|
%
|
|
(17
|
)%
|
|
95,158
|
|
|
15
|
%
|
Subtotal analog signal processing
|
534,684
|
|
|
85
|
%
|
|
1
|
%
|
|
531,076
|
|
|
85
|
%
|
Power management & reference
|
38,710
|
|
|
6
|
%
|
|
(2
|
)%
|
|
39,382
|
|
|
6
|
%
|
Total analog products
|
$
|
573,394
|
|
|
91
|
%
|
|
1
|
%
|
|
$
|
570,458
|
|
|
92
|
%
|
Digital signal processing
|
54,844
|
|
|
9
|
%
|
|
6
|
%
|
|
51,676
|
|
|
8
|
%
|
Total revenue
|
$
|
628,238
|
|
|
100
|
%
|
|
1
|
%
|
|
$
|
622,134
|
|
|
100
|
%
|
* The sum of the individual percentages does not equal the total due to rounding.
Revenue Trends by Geographic Region
Revenue by geographic region, based on the primary location of the Company's customers’ design activity for its products, for the
three-month periods
ended
February 1, 2014
and
February 2, 2013
were as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
Region
|
February 1, 2014
|
|
February 2, 2013
|
United States
|
$
|
182,298
|
|
|
$
|
204,271
|
|
Rest of North and South America
|
19,436
|
|
|
23,512
|
|
Europe
|
200,687
|
|
|
189,298
|
|
Japan
|
71,091
|
|
|
64,688
|
|
China
|
100,484
|
|
|
84,769
|
|
Rest of Asia
|
54,242
|
|
|
55,596
|
|
Total revenue
|
$
|
628,238
|
|
|
$
|
622,134
|
|
In the
three-month periods
ended
February 1, 2014
and
February 2, 2013
, the predominant country comprising “Rest of North and South America” is Canada; the predominant countries comprising “Europe” are Germany, Sweden, France and the United Kingdom; and the predominant countries comprising “Rest of Asia” are Taiwan and South Korea.
Note 9 – Fair Value
The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Level 1
— Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2
— Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3
— Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.
The tables below, set forth by level the Company’s financial assets and liabilities, excluding accrued interest components that were accounted for at fair value on a recurring basis as of
February 1, 2014
and
November 2, 2013
. The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. As of
February 1, 2014
and
November 2, 2013
, the Company held
$38.6 million
and
$45.6 million
, respectively, of cash and held-to-maturity investments that were excluded from the tables below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 1, 2014
|
|
Fair Value measurement at
Reporting Date using:
|
|
|
|
Quoted
Prices in
Active
Markets
for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
Institutional money market funds
|
$
|
77,726
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,726
|
|
Corporate obligations (1)
|
—
|
|
|
300,862
|
|
|
—
|
|
|
300,862
|
|
Short - term investments:
|
|
|
|
|
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
Securities with one year or less to maturity:
|
|
|
|
|
|
|
|
Corporate obligations (1)
|
—
|
|
|
3,798,468
|
|
|
—
|
|
|
3,798,468
|
|
Floating rate notes, issued at par
|
—
|
|
|
282,549
|
|
|
—
|
|
|
282,549
|
|
Floating rate notes (1)
|
—
|
|
|
62,761
|
|
|
—
|
|
|
62,761
|
|
Securities with greater than one year to maturity:
|
|
|
|
|
|
|
|
Floating rate notes, issued at par
|
—
|
|
|
140,104
|
|
|
—
|
|
|
140,104
|
|
Other assets:
|
|
|
|
|
|
|
|
Deferred compensation investments
|
18,514
|
|
|
—
|
|
|
—
|
|
|
18,514
|
|
Total assets measured at fair value
|
$
|
96,240
|
|
|
$
|
4,584,744
|
|
|
$
|
—
|
|
|
$
|
4,680,984
|
|
Liabilities
|
|
|
|
|
|
|
|
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,682
|
|
|
$
|
4,682
|
|
Forward foreign currency exchange contracts (2)
|
—
|
|
|
467
|
|
|
—
|
|
|
467
|
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
467
|
|
|
$
|
4,682
|
|
|
$
|
5,149
|
|
|
|
(1)
|
The amortized cost of the Company’s investments classified as available-for-sale as of
February 1, 2014
was
$3,886.4 million
.
|
|
|
(2)
|
The Company has a master netting arrangement by counterparty with respect to derivative contracts. See Note 10,
Derivatives,
for more information related to the Company's master netting arrangements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 2, 2013
|
|
Fair Value measurement at
Reporting Date using:
|
|
|
|
Quoted
Prices in
Active
Markets
for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
Institutional money market funds
|
$
|
186,896
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
186,896
|
|
Corporate obligations (1)
|
—
|
|
|
159,556
|
|
|
—
|
|
|
159,556
|
|
Short - term investments:
|
|
|
|
|
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
Securities with one year or less to maturity:
|
|
|
|
|
|
|
|
Corporate obligations (1)
|
—
|
|
|
3,764,213
|
|
|
—
|
|
|
3,764,213
|
|
Floating rate notes, issued at par
|
—
|
|
|
207,521
|
|
|
—
|
|
|
207,521
|
|
Floating rate notes (1)
|
—
|
|
|
113,886
|
|
|
—
|
|
|
113,886
|
|
Securities with greater than one year to maturity:
|
|
|
|
|
|
|
|
Floating rate notes, issued at par
|
—
|
|
|
205,203
|
|
|
—
|
|
|
205,203
|
|
Other assets:
|
|
|
|
|
|
|
|
Forward foreign currency exchange contracts (2)
|
—
|
|
|
2,267
|
|
|
—
|
|
|
2,267
|
|
Deferred compensation investments
|
17,431
|
|
|
—
|
|
|
—
|
|
|
17,431
|
|
Total assets measured at fair value
|
$
|
204,327
|
|
|
$
|
4,452,646
|
|
|
$
|
—
|
|
|
$
|
4,656,973
|
|
Liabilities
|
|
|
|
|
|
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
6,479
|
|
|
6,479
|
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,479
|
|
|
$
|
6,479
|
|
|
|
(1)
|
The amortized cost of the Company’s investments classified as available-for-sale as of
November 2, 2013
was
$3,824.0 million
.
|
|
|
(2)
|
The Company has a master netting arrangement by counterparty with respect to derivative contracts. See Note 10,
Derivatives,
for more information related to the Company's master netting arrangements.
|
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:
Cash equivalents and short-term investments
— These investments are adjusted to fair value based on quoted market prices or are determined using a yield curve model based on current market rates.
Deferred compensation plan investments
— The fair value of these mutual fund, money market fund and equity investments are based on quoted market prices.
Forward foreign currency exchange contracts
— The estimated fair value of forward foreign currency exchange contracts, which includes derivatives that are accounted for as cash flow hedges and those that are not designated as cash flow hedges, is based on the estimated amount the Company would receive if it sold these agreements at the reporting date taking into consideration current interest rates as well as the creditworthiness of the counterparty for assets and the Company’s creditworthiness for liabilities.
Contingent consideration
— The fair value of the contingent consideration was estimated utilizing the income approach and is based upon significant inputs not observable in the market. The income approach is based on two steps. The first step involves a projection of the cash flows that is based on the Company’s estimates of the timing and probability of achieving the defined milestones. The second step involves converting the cash flows into a present value equivalent through discounting. The discount rate reflects the Baa costs of debt plus the relevant risk associated with the asset and the time value of money.
The fair value measurement of the contingent consideration encompasses the following significant unobservable inputs:
|
|
|
Unobservable Inputs
|
Range
|
Estimated contingent consideration payments
|
$5,000
|
Discount rate
|
8% - 10%
|
Timing of cash flows
|
1 - 20 months
|
Probability of achievement
|
100%
|
Changes in the fair value of the contingent consideration subsequent to the acquisition date that are primarily driven by assumptions pertaining to the achievement of the defined milestones will be recognized in operating income in the period of the estimated fair value change. Significant increases or decreases in any of the inputs in isolation may result in a fluctuation in the fair value measurement.
The following table summarizes the change in the fair value of the contingent consideration measured using significant unobservable inputs (Level 3) as of
November 2, 2013
and
February 1, 2014
:
|
|
|
|
|
|
Contingent
Consideration
|
Balance as of November 2, 2013
|
$
|
6,479
|
|
Payment made (1)
|
(2,000
|
)
|
Fair value adjustment (2)
|
203
|
|
Balance as of February 1, 2014
|
$
|
4,682
|
|
|
|
(1)
|
The payment is reflected in the Company's condensed consolidated statements of cash flows as cash used in financing activities related to the liability recognized at fair value as of the acquisition date and as cash provided by operating activities related to the fair value adjustments previously recognized in earnings.
|
|
|
(2)
|
Recorded in research and development expense in the Company's condensed consolidated statements of income.
|
Financial Instruments Not Recorded at Fair Value on a Recurring Basis
On
April 4, 2011
, the Company issued
$375.0 million
aggregate principal amount of
3.0%
senior unsecured notes due
April 15, 2016
(the 2016 Notes) with
semi-annual fixed interest payments due on April 15 and October 15 of each year, commencing October 15, 2011
. Based on quotes received from third-party banks, the fair value of the 2016 Notes as of
February 1, 2014
and
November 2, 2013
was
$391.5 million
and
$392.8 million
, respectively, and is classified as a Level 1 measurement according to the fair value hierarchy.
On
June 3, 2013
, the Company issued
$500.0 million
aggregate principal amount of
2.875%
senior unsecured notes due
June 1, 2023
(the 2023 Notes) with
semi-annual fixed interest payments due on June 1 and December 1 of each year, commencing December 1, 2013
. Based on quotes received from third-party banks, the fair value of the 2023 Notes as of
February 1, 2014
and
November 2, 2013
was
$463.0 million
and
$466.0 million
, respectively, and is classified as a Level 1 measurement according to the fair value hierarchy.
Note 10 – Derivatives
Foreign Exchange Exposure Management
— The Company enters into forward foreign currency exchange contracts to offset certain operational and balance sheet exposures from the impact of changes in foreign currency exchange rates. Such exposures result from the portion of the Company’s operations, assets and liabilities that are denominated in currencies other
than the U.S. dollar, primarily the Euro; other significant exposures include the Philippine Peso, the Japanese Yen and the British Pound. These foreign currency exchange contracts are entered into to support transactions made in the normal course of business, and accordingly, are not speculative in nature. The contracts are for periods consistent with the terms of the underlying transactions, generally
one year or less
. Hedges related to anticipated transactions are designated and documented at the inception of the respective hedges as cash flow hedges and are evaluated for effectiveness monthly. Derivative instruments are employed to eliminate or minimize certain foreign currency exposures that can be confidently identified and quantified. As the terms of the contract and the underlying transaction are matched at inception, forward contract effectiveness is calculated by comparing the change in fair value of the contract to the change in the forward value of the anticipated transaction, with the effective portion of the gain or loss on the derivative reported as a component of accumulated OCI in shareholders’ equity and reclassified into earnings in the same period during which the hedged transaction affects earnings. Any residual change in fair value of the instruments, or ineffectiveness, is recognized immediately in other (income) expense. Additionally, the Company enters into forward foreign currency contracts that economically hedge the gains and losses generated by the re-measurement of
certain recorded assets and liabilities in a non-functional currency. Changes in the fair value of these undesignated hedges are recognized in other (income) expense immediately as an offset to the changes in the fair value of the asset or liability being hedged. As of
February 1, 2014
and
November 2, 2013
, the total notional amount of these undesignated hedges was
$37.4 million
and
$33.4 million
, respectively. The fair value of these undesignated hedges in the Company’s condensed consolidated balance sheets as of
February 1, 2014
and
November 2, 2013
was
immaterial
.
Interest Rate Exposure Management
— The Company's current and future debt may be subject to interest rate risk. The Company utilizes interest rate derivatives to alter interest rate exposure in an attempt to reduce the effects of these changes. On April 24, 2013, the Company entered into a treasury rate lock agreement with Bank of America. This agreement allowed the Company to lock a 10-year US Treasury rate of
1.7845%
through
June 14, 2013
for its anticipated issuance of the 2023 Notes. The Company designated this agreement as a cash flow hedge. On
June 3, 2013
, the Company terminated the treasury rate lock simultaneously with the issuance of the 2023 Notes which resulted in a gain of approximately
$11.0 million
. This gain is being amortized into interest expense over the 10-year term of the 2023 Notes. See Note 5,
Accumulated Other Comprehensive Income (Loss)
, for more information relating to the amortization of the treasury rate lock into interest expense.
On
June 30, 2009
, the Company entered into interest rate swap transactions related to its outstanding 2014 Notes where the Company swapped the notional amount of its
$375.0 million
of fixed rate debt at 5.0% into floating interest rate debt through
July 1, 2014
. The Company designated these swaps as fair value hedges. The fair value of the swaps at inception was zero and subsequent changes in the fair value of the interest rate swaps were reflected in the carrying value of the interest rate swaps on the balance sheet. The carrying value of the debt on the balance sheet was adjusted by an equal and offsetting amount. The amounts earned and owed under the swap agreements were accrued each period and were reported in interest expense. There was no ineffectiveness recognized in any of the periods presented. In the second quarter of fiscal 2012, the Company terminated the interest rate swap agreement. The Company received
$19.8 million
in cash proceeds from the swap termination, which included
$1.3 million
in accrued interest. As a result of the termination, the carrying value of the 2014 Notes was adjusted for the change in the fair value of the interest component of the debt up to the date of the termination of the swap in an amount equal to the fair value of the swap, and was amortized into earnings as a reduction of interest expense over the remaining life of the debt. During the third quarter of fiscal 2013, in conjunction with the redemption of the 2014 Notes, the Company recognized the remaining
$8.6 million
in unamortized proceeds received from the termination of the interest rate swap as other, net expense.
The market risk associated with the Company’s derivative instruments results from currency exchange rate or interest rate movements that are expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. The counterparties to the agreements relating to the Company’s derivative instruments consist of a number of major international financial institutions with high credit ratings. Based on the credit ratings of the Company’s counterparties as of
February 1, 2014
, nonperformance is not perceived to be a significant risk. Furthermore, none of the Company’s derivatives are subject to collateral or other security arrangements and none contain provisions that are dependent on the Company’s credit ratings from any credit rating agency. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of the Company’s exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of counterparties to meet the terms of their contracts) are generally limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the obligations of the Company to the counterparties. As a result of the above considerations, the Company does not consider the risk of counterparty default to be significant.
The Company records the fair value of its derivative financial instruments in its condensed consolidated financial statements in other current assets, other assets or accrued liabilities, depending on their net position, regardless of the purpose or intent for holding the derivative contract. Changes in the fair value of the derivative financial instruments are either recognized periodically in earnings or in shareholders’ equity as a component of OCI. Changes in the fair value of cash flow hedges are recorded in OCI and reclassified into earnings when the underlying contract matures. Changes in the fair values of derivatives not qualifying for hedge accounting or the ineffective portion of designated hedges are reported in earnings as they occur.
The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges denominated in Euros, British Pounds, Philippine Pesos and Japanese Yen as of
February 1, 2014
and
November 2, 2013
was
$194.6 million
and
$196.9 million
, respectively. The fair values of these hedging instruments in the Company’s condensed consolidated balance sheets as of
February 1, 2014
and
November 2, 2013
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value At
|
|
Balance Sheet Location
|
|
February 1, 2014
|
|
November 2, 2013
|
Forward foreign currency exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
2,377
|
|
|
Accrued liabilities
|
|
$
|
464
|
|
|
$
|
—
|
|
For information on the unrealized holding gains (losses) on derivatives included in and reclassified out of accumulated other comprehensive income into the condensed consolidated statement of income related to forward foreign currency exchange contracts, see Note 5,
Accumulated Other Comprehensive Income (Loss)
.
All of the Company’s derivative financial instruments are subject to master netting arrangements that allow the Company and its counterparties to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled under these arrangements have been presented in the Company's consolidated balance sheet on a net basis. As of February 1, 2014 and November 2, 2013, none of the master netting arrangements involved collateral. The following table presents the gross amounts of the Company's derivative assets and liabilities and the net amounts recorded in our consolidated balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
February 1, 2014
|
|
November 2, 2013
|
Gross amount of recognized (liabilities) assets
|
$
|
(3,221
|
)
|
|
$
|
4,217
|
|
Gross amounts offset in the consolidated balance sheet
|
2,754
|
|
|
(1,950
|
)
|
Net amount presented in the consolidated balance sheet (liabilities) assets
|
$
|
(467
|
)
|
|
$
|
2,267
|
|
Note 11 – Goodwill and Intangible Assets
Goodwill
The Company evaluates goodwill for impairment annually, as well as whenever events or changes in circumstances suggest that the carrying value of goodwill may not be recoverable. The Company tests goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis on the first day of the fourth quarter (on or about
August 3
) or more frequently if indicators of impairment exist. For the Company’s latest annual impairment assessment that occurred on
August 4, 2013
, the Company identified its reporting units to be its
five
operating segments, which meet the aggregation criteria for
one
reportable segment. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company determines the fair value of its reporting units using the income approach methodology of valuation that includes the discounted cash flow method, as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. No impairment of goodwill resulted in any of the fiscal periods presented. The Company’s next annual impairment assessment will be performed as of the first day of the fourth quarter of fiscal
2014
, unless indicators arise that would require the Company to reevaluate at an earlier date. The following table presents the changes in goodwill during the
first three months
of fiscal
2014
:
|
|
|
|
|
|
Three Months Ended
|
|
February 1, 2014
|
Balance as of November 2, 2013
|
$
|
284,112
|
|
Foreign currency translation adjustment
|
(945
|
)
|
Balance as of February 1, 2014
|
$
|
283,167
|
|
Intangible Assets
The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable. Recoverability of these assets is measured by comparison of their carrying value to future undiscounted cash flows the assets are expected to generate over their remaining economic lives. If such assets are considered to be impaired, the impairment to be recognized in earnings equals the amount by which the carrying value of the assets exceeds their fair value determined by either a quoted market price, if any, or a value determined by utilizing
a discounted cash flow technique. As of
February 1, 2014
and
November 2, 2013
, the Company’s finite-lived intangible assets consisted of the following which related to the acquisition of Multigig, Inc. (See Note 16,
Acquisitions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 1, 2014
|
|
November 2, 2013
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
Technology-based
|
$
|
1,100
|
|
|
$
|
403
|
|
|
$
|
1,100
|
|
|
$
|
348
|
|
For the
three-month periods
ended
February 1, 2014
and
February 2, 2013
, amortization expense related to finite-lived intangible assets was
$0.1 million
and
$0.1 million
, respectively. The remaining amortization expense will be recognized over a period of approximately
3.3
years.
The Company expects annual amortization expense for intangible assets to be:
|
|
|
|
|
Fiscal Year
|
Amortization Expense
|
Remainder of fiscal 2014
|
|
$165
|
|
2015
|
|
$220
|
|
2016
|
|
$220
|
|
2017
|
|
$92
|
|
Indefinite-lived intangible assets are tested for impairment on an annual basis on the first day of the fourth quarter (on or about
August 3
) or more frequently if indicators of impairment exist. No impairment of intangible assets resulted from the impairment tests in any of the fiscal periods presented.
Intangible assets, excluding in-process research and development (IPR&D), are amortized on a straight-line basis over their estimated useful lives or on an accelerated method of amortization that is expected to reflect the estimated pattern of economic use. IPR&D assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. Upon completion of the projects, the IPR&D assets will be amortized over their estimated useful lives.
Indefinite-lived intangible assets consisted of
$27.8 million
of IPR&D as of
February 1, 2014
and
November 2, 2013
.
Note 12 – Pension Plans
The Company has various defined benefit pension and other retirement plans for certain non-U.S. employees that are consistent with local statutory requirements and practices. The Company’s funding policy for its foreign defined benefit pension plans is consistent with the local requirements of each country. The plans’ assets consist primarily of U.S. and non-U.S. equity securities, bonds, property and cash.
Net periodic pension cost of non-U.S. plans is presented in the following table:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
February 1, 2014
|
|
February 2, 2013
|
Service cost
|
$
|
3,398
|
|
|
$
|
2,856
|
|
Interest cost
|
3,530
|
|
|
3,137
|
|
Expected return on plan assets
|
(3,416
|
)
|
|
(2,952
|
)
|
Amortization of initial net obligation
|
5
|
|
|
5
|
|
Amortization of prior service cost
|
(61
|
)
|
|
(58
|
)
|
Amortization of net loss
|
1,143
|
|
|
748
|
|
Net periodic pension cost
|
$
|
4,599
|
|
|
$
|
3,736
|
|
Pension contributions of
$4.6
million were made by the Company during the
three months
ended
February 1, 2014
. The Company presently anticipates contributing an additional
$12.9 million
to fund its defined benefit pension plans in fiscal year
2014
for a total of
$17.5 million
.
Note 13 – Revolving Credit Facility
As of
February 1, 2014
, the Company had
$4,701.1 million
of cash and cash equivalents and short-term investments, of which
$1,244.1 million
was held in the United States. The balance of the Company's cash and cash equivalents and short-term investments was held outside the United States in various foreign subsidiaries. As the Company intends to reinvest its foreign earnings indefinitely, this cash is not available to meet the Company's cash requirements in the United States, including cash dividends and common stock repurchases. During
December 2012
, the Company terminated its
five-year
,
$165.0 million
unsecured revolving credit facility with certain institutional lenders entered into in
May 2008
. On
December 19, 2012
, the Company entered into a
five-year
,
$500.0 million
senior unsecured revolving credit facility with certain institutional lenders (the Credit Agreement). To date, the Company has not borrowed under this credit facility but the Company may borrow in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes. Revolving loans under the Credit Agreement (other than swing line loans) bear interest, at the Company's option, at either a rate equal to (a) the Eurodollar Rate (as defined in the Credit Agreement) plus a margin based on the Company's debt rating or (b) the Base Rate (defined as the highest of (i) the Bank of America prime rate, (ii) the Federal Funds Rate (as defined in the Credit Agreement) plus .50% and (iii) one month Eurodollar Rate plus 1.00%) plus a margin based on the Company's debt rating. The terms of the facility impose restrictions on the Company’s ability to undertake certain transactions, to create certain liens on assets and to incur certain subsidiary indebtedness. In addition, the Credit Agreement contains a consolidated leverage ratio covenant of total consolidated funded debt to
consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) of not greater than 3.0 to 1.0
. As of
February 1, 2014
, the Company was
compliant with these covenants
.
Note 14 – Debt
On June 30, 2009, the Company issued
$375.0 million
aggregate principal amount of
5.0%
senior unsecured notes due
July 1, 2014
(the 2014 Notes) with
semi-annual fixed interest payments due on January 1 and July 1 of each year, commencing January 1, 2010
. The sale of the 2014 Notes was made pursuant to the terms of an underwriting agreement, dated
June 25, 2009
, between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein. The net proceeds of the offering were
$370.4 million
, after issuing at a discount and deducting expenses, underwriting discounts and commissions, which were amortized over the term of the 2014 Notes.
On
June 30, 2009
, the Company entered into interest rate swap transactions related to its outstanding 2014 Notes where the Company swapped the notional amount of its
$375.0 million
of fixed rate debt at
5.0%
into floating interest rate debt through
July 1, 2014
.
The Company designated these swaps as fair value hedges. The changes in the fair value of the interest rate swaps were reflected in the carrying value of the interest rate swaps in other assets on the balance sheet. The carrying value of the debt on the balance sheet was adjusted by an equal and offsetting amount. In fiscal 2012, the Company terminated the interest rate swap agreement. The Company received
$19.8 million
in cash proceeds from the swap termination, which included
$1.3 million
in accrued interest. The proceeds, net of interest received, are disclosed in cash flows from financing activities in the Company's condensed consolidated statements of cash flows. As a result of the termination, the carrying value of the 2014 Notes was adjusted for the change in the fair value of the interest component of the debt up to the date of the termination of the swap in an amount equal to the fair value of the swap, and was amortized into earnings as a reduction of interest expense over the remaining life of the debt.
During the third quarter of fiscal 2013, in conjunction with the redemption of the 2014 Notes, the Company recognized the remaining
$8.6 million
unamortized proceeds received from the termination of the interest rate swap as other, net expense, within non-operating (income) expense.
During the third quarter of fiscal 2013, the Company redeemed its outstanding 2014 Notes. The redemption price was
104.744%
of the principal amount of the 2014 Notes. The Company applied the provisions of Accounting Standards Codification (ASC) Subtopic 470-50,
Modifications and Extinguishments
(ASC 470-50)
in order to determine if the terms of the debt were substantially different and, as a result, whether to apply modification or extinguishment accounting. The Company concluded that the debt transaction qualified as a debt extinguishment and as a result recognized a net loss on debt extinguishment of approximately
$10.2 million
recorded in other, net expense within non-operating (income) expense. This loss was comprised of the make-whole premium of
$17.8 million
paid to bondholders on the 2014 Notes in accordance with the terms of the notes, the recognition of the remaining
$8.6 million
of unamortized proceeds received from the termination of the interest rate swap associated with the debt, and the write off of approximately
$1.0 million
of debt issuance and discount costs that remained to be amortized. The write off of the remaining unamortized portion of debt issuance costs, discount and swap proceeds were reflected in the Company's condensed consolidated statements of cash flows within operating activities, and the make-whole premium is reflected within financing activities.
On
December 22, 2010
, Analog Devices Holdings B.V., a wholly owned subsidiary of the Company, entered into a credit agreement with Bank of America, N.A., London Branch as administrative agent. The borrower’s obligations were guaranteed by the Company. The credit agreement provided for a term loan facility of
$145.0 million
, which was set to mature on
December 22, 2013
. During the first quarter of fiscal 2013, the Company repaid the remaining outstanding principal balance on the loan of
$60.1 million
and the credit agreement was terminated. The terms of the agreement provided for a
three year
principal amortization schedule with
$3.6 million
payable quarterly every March, June, September and December
with the balance payable upon the maturity date. During fiscal 2011 and fiscal 2012, the Company made additional principal payments of
$17.5 million
and
$42.0 million
, respectively.
The loan bore interest at a fluctuating rate for each period equal to the LIBOR rate corresponding with the tenor of the interest period plus a spread of 1.25%
. The terms of this facility included limitations on subsidiary indebtedness and on liens against the assets of the Company and its subsidiaries, and also included financial covenants that required the Company to maintain a minimum interest coverage ratio and not exceed a maximum leverage ratio.
On
April 4, 2011
, the Company issued
$375.0 million
aggregate principal amount of
3.0%
senior unsecured notes due
April 15, 2016
(the 2016 Notes) with
semi-annual fixed interest payments due on April 15 and October 15 of each year, commencing October 15, 2011
. The sale of the 2016 Notes was made pursuant to the terms of an underwriting agreement, dated
March 30, 2011
, between the Company and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner and Smith Incorporated, as representative of the several underwriters named therein. The net proceeds of the offering were
$370.5 million
, after issuing at a discount and deducting expenses, underwriting discounts and commissions, which will be amortized over the term of the 2016 Notes. The indenture governing the 2016 Notes contains covenants that may limit the Company’s ability to: incur, create, assume or guarantee any debt for borrowed money secured by a lien upon a principal property; enter into sale and lease-back transactions with respect to a principal property; and consolidate with or merge into, or transfer or lease all or substantially all of its assets to, any other party. As of
February 1, 2014
, the Company was
compliant with these covenants
. The 2016 Notes are subordinated to any future secured debt and to the other liabilities of the Company’s subsidiaries.
On
June 3, 2013
, the Company issued
$500.0 million
aggregate principal amount of
2.875%
senior unsecured notes due
June 1, 2023
(the 2023 Notes) with
semi-annual fixed interest payments due on June 1 and December 1 of each year, commencing December 1, 2013
. Prior to issuing the 2023 Notes, on
April 24, 2013
, the Company entered into a treasury rate lock agreement with Bank of America. This agreement allowed the Company to lock a 10-year US Treasury rate of
1.7845%
through
June 14, 2013
for its anticipated issuance of the 2023 Notes. Upon issuing the 2023 Notes, the Company simultaneously terminated the treasury rate lock agreement resulting in a gain of approximately
$11.0 million
. This gain will be amortized into interest expense over the 10-year term of the 2023 Notes. The sale of the 2023 Notes was made pursuant to the terms of an underwriting agreement, dated as of
May 22, 2013
, among the Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as the representatives of the several underwriters named therein. The net proceeds of the offering were
$493.9 million
, after discount and issuance costs. Debt discount and issuance costs will be amortized through interest expense over the term of the 2023 Notes. The indenture governing the 2023 Notes contains covenants that may limit the Company's ability to: incur, create, assume or guarantee any debt for borrowed money secured by a lien upon a principal property; enter into sale and lease-back transactions with respect to a principal property; and consolidate with or merge into, or transfer or lease all or substantially all of its assets to, any other party. As of
February 1, 2014
, the Company was
compliant with these covenants
. The notes are subordinated to any future secured debt and to the other liabilities of the Company's subsidiaries.
The Company’s principal payments related to its debt obligations are due as follows:
$375.0 million
in
fiscal 2016
and
$500.0 million
in
fiscal 2023
.
Note 15 – Inventories
Inventories at
February 1, 2014
and
November 2, 2013
were as follows:
|
|
|
|
|
|
|
|
|
|
February 1, 2014
|
|
November 2, 2013
|
Raw materials
|
$
|
19,625
|
|
|
$
|
19,641
|
|
Work in process
|
182,361
|
|
|
175,155
|
|
Finished goods
|
87,949
|
|
|
88,541
|
|
Total inventories
|
$
|
289,935
|
|
|
$
|
283,337
|
|
Note 16 – Acquisitions
On
March 30, 2012
, the Company acquired privately-held Multigig, Inc. (Multigig) of San Jose, California. The acquisition of Multigig is expected to enhance the Company’s clocking capabilities in stand-alone and embedded applications and strengthen the Company’s high speed signal processing solutions. The acquisition-date fair value of the consideration transferred totaled
$26.8 million
, which consisted of
$24.2 million
in initial cash payments at closing and an additional
$2.6 million
subject to an indemnification holdback that was payable within
15 months
of the transaction date. During the third
quarter of fiscal 2012, the Company reduced this holdback amount by
$0.1 million
as a result of indemnification claims. During the third quarter of fiscal 2013, the Company paid the remaining
$2.5 million
due under the holdback. The Company’s assessment of fair value of the tangible and intangible assets acquired and liabilities assumed was based on their estimated fair values at the date of acquisition, resulting in the recognition of
$15.6 million
of IPR&D,
$1.1 million
of developed technology,
$7.0 million
of goodwill and
$3.1 million
of net deferred tax assets. The goodwill recognized is attributable to future technologies that have yet to be determined as well as the assembled workforce of Multigig. Future technologies do not meet the criteria for recognition separately from goodwill because they are a part of future development and growth of the business.
None
of the goodwill is expected to be deductible for tax purposes. During the fourth quarter of fiscal 2012, the Company finalized its purchase accounting for Multigig, which resulted in adjustments of
$0.4 million
to deferred taxes and goodwill. In addition, the Company will be obligated to pay royalties to the Multigig employees on revenue recognized from the sale of certain Multigig products through the
earlier of 5 years
or the aggregate maximum payment of
$1.0 million
. Royalty payments to Multigig employees require post-acquisition services to be rendered and, as such, the Company will record these amounts as compensation expense in the related periods. As of
February 1, 2014
,
no
royalty payments have been made. The Company recognized
$0.5 million
of acquisition-related costs that were expensed in fiscal 2012, which were included in operating expenses in the Company's condensed consolidated statement of income.
On
June 9, 2011
, the Company acquired privately-held Lyric Semiconductor, Inc. (Lyric) of Cambridge, Massachusetts. The acquisition of Lyric gives the Company the potential to achieve significant improvement in power efficiency in mixed signal processing. The acquisition-date fair value of the consideration transferred totaled
$27.8 million
, which consisted of
$14.0 million
in initial cash payments at closing and contingent consideration of up to
$13.8 million
. The contingent consideration arrangement requires additional cash payments to the former equity holders of Lyric upon the achievement of certain technological and product development milestones payable during the period from
June 2011 through June 2016
. The Company estimated the fair value of the contingent consideration arrangement utilizing the income approach. Changes in the fair value of the contingent consideration subsequent to the acquisition date primarily driven by assumptions pertaining to the achievement of the defined milestones will be recognized in operating income in the period of the estimated fair value change. As of
February 1, 2014
, the Company had paid
$10.0 million
in contingent consideration. These payments are reflected in the Company's condensed consolidated statements of cash flows as cash used in financing activities related to the liability recognized at fair value as of the acquisition date and cash provided by operating activities related to the fair value adjustments previously recognized in earnings. The Company’s assessment of fair value of the tangible and intangible assets acquired and liabilities assumed was based on their estimated fair values at the date of acquisition, resulting in the recognition of
$12.2 million
of IPR&D,
$18.9 million
of goodwill and
$3.3 million
of net deferred tax liabilities. The goodwill recognized is attributable to future technologies that have yet to be determined as well as the assembled workforce of Lyric. Future technologies do not meet the criteria for recognition separately from goodwill because they are a part of future development and growth of the business.
None
of the goodwill is expected to be deductible for tax purposes. The fair value of the remaining contingent consideration was approximately
$4.7 million
as of
February 1, 2014
, of which
$3.8 million
is included in accrued liabilities and
$0.9 million
is included in other non-current liabilities in the Company's condensed consolidated balance sheet. In addition, the Company will be obligated to pay royalties to the former equity holders of Lyric on revenue recognized from the sale of Lyric products and licenses through the
earlier of 20 years
or the accrual of a maximum of
$25.0 million
. Royalty payments to Lyric employees require post-acquisition services to be rendered and, as such, the Company will record these amounts as compensation expense in the related periods. As of
February 1, 2014
,
no
royalty payments have been made. The Company recognized
$0.2 million
of acquisition-related costs that were expensed in fiscal 2011, which were included in operating expenses in the Company's condensed consolidated statement of income.
Note 17 – Income Taxes
The Company has provided for potential tax liabilities due in the various jurisdictions in which the Company operates. Judgment is required in determining the worldwide income tax expense provision. In the ordinary course of global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of cost reimbursement arrangements among related entities. Although the Company believes its estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in the historical income tax provisions and accruals. Such differences could have a material impact on the Company’s income tax provision and operating results in the period in which such determination is made.
The Company’s effective tax rate reflects the applicable tax rate in effect in the various tax jurisdictions around the world where our income is earned. The Company's effective tax rate for all periods presented is lower than the U.S. federal statutory rate of
35%
primarily due to lower statutory tax rates applicable to the Company's operations in jurisdictions in which the Company operates.
The Company has filed a petition with the U.S. Tax Court for
one
open matter for fiscal years 2006 and 2007 that pertains to Section 965 of the Internal Revenue Code related to the beneficial tax treatment of dividends paid from foreign owned
companies under The American Jobs Creation Act. The potential liability for this adjustment is
$36.5 million
. On September 18, 2013, in a matter not involving the Company, the U.S. Tax Court held that accounts receivable created under Rev. Proc. 99-32 may constitute indebtedness for purposes of Section 965 (b)(3) of the Internal Revenue Code and that the IRS was not precluded from reducing the beneficial dividend received deduction because of the increase in related-party indebtedness (BMC Software Inc. v Commissioner, 141 T.C. No. 5 2013). After analyzing the Tax Court’s decision, the Company has determined that its tax position with respect to Section 965(b)(3) of the Internal Revenue Code no longer meets the more likely than not standard of recognition for accounting purposes. Accordingly, the Company recorded a
$36.5 million
reserve for this matter in the fourth quarter of fiscal 2013.
None of the Company's U.S. federal tax returns for years prior to fiscal year 2010 are subject to examination.
None of the Company's Ireland tax returns for years prior to fiscal year 2009 are subject to examination.
Unrealized Tax Benefits
The following table summarizes the changes in the total amounts of unrealized tax benefits for the three months ended
February 1, 2014
.
|
|
|
|
|
|
Unrealized Tax Benefits
|
Balance, November 2, 2013
|
$
|
68,139
|
|
Additions for tax positions related to current year
|
1,260
|
|
Reductions for tax positions related to prior years
|
(545
|
)
|
Balance, February 1, 2014
|
$
|
68,854
|
|
Note 18 – New Accounting Pronouncements
Standards Implemented
Comprehensive Income
In January 2013, the FASB issued ASU No. 2013-02,
Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income
(ASU No. 2013-02), which seek to improve the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The amendments in ASU No. 2013-02 supersede the presentation requirements for reclassifications out of accumulated other comprehensive income in ASU No. 2011-05,
Presentation of Comprehensive Income
, and ASU No. 2011-12,
Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05
. ASU No. 2013-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012, which is the Company's first quarter of fiscal year 2014. The adoption of ASU No. 2013-02 in the first quarter of fiscal 2014 required additional disclosures related to comprehensive income but did not impact the Company's financial condition or results of operations.
Balance Sheet
In December 2011, the FASB issued ASU No. 2011-11,
Disclosures about Offsetting Assets and Liabilities
(ASU No. 2011-11). ASU No. 2011-11 amended ASC 210,
Balance Sheet,
to converge the presentation of offsetting assets and liabilities between U.S. GAAP and IFRS. ASU No. 2011-11 requires that entities disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU No. 2011-11 is effective for fiscal years, and interim periods within those years, beginning after January 1, 2013, which is the Company’s fiscal year 2014. Subsequently, in January 2013, the FASB issued ASU No. 2013-01,
Clarifying the Scope of Disclosures about offsetting Assets and Liabilities
, which
clarifies that the scope of ASU No. 2011-11 applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. The adoption of ASU No. 2011-11 and ASU No. 2013-01 in the first quarter of fiscal 2014 required additional disclosures related to offsetting assets and liabilities but did not impact the Company's financial condition or results of operations.
Standards to be Implemented
Income Taxes
In July 2013, the FASB issued ASU No. 2013-11,
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
(ASU No. 2013-11). ASU No. 2013-11 requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, with certain exceptions. ASU No. 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, which is the Company's first quarter of fiscal year 2015. The adoption of ASU No. 2013-11 in the first quarter of fiscal 2015 will affect the presentation of the Company's unrecognized tax benefits but will not impact the Company's financial condition or results of operations.
Note 19 – Subsequent Events
On
February 17, 2014
, the Board of Directors of the Company declared a cash dividend of
$0.37
per outstanding share of common stock. The dividend will be paid on
March 11, 2014
to all shareholders of record at the close of business on
February 28, 2014
.
Also on
February 17, 2014
, the Board of Directors of the Company approved an increase to the Company's stock repurchase program authorization to
$1.0 billion
. Under the program, the Company may repurchase outstanding shares of common stock from time to time in the open market or through privately negotiated transactions.