Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 21, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ISIL | |
Entity Registrant Name | INTERSIL CORP/DE | |
Entity Central Index Key | 1,096,325 | |
Current Fiscal Year End Date | --12-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 136,879,920 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Oct. 02, 2015 | Sep. 30, 2016 | Oct. 02, 2015 | |
Condensed Consolidated Statements Of Operations [Abstract] | ||||
Revenue | $ 139,045 | $ 128,396 | $ 402,333 | $ 394,990 |
Cost of revenue | 54,825 | 52,338 | 162,565 | 160,113 |
Gross profit | 84,220 | 76,058 | 239,768 | 234,877 |
Operating costs and expenses: | ||||
Research and development | 31,315 | 31,252 | 99,204 | 96,367 |
Selling, general and administrative | 22,782 | 23,532 | 71,579 | 74,179 |
Amortization of purchased intangibles | 2,669 | 3,777 | 9,064 | 13,364 |
Restructuring and related costs | 14 | 13,522 | ||
Provision for the TAOS litigation | 1,255 | 81,100 | ||
Merger-related expenses | 4,639 | 4,639 | ||
Operating income (loss) | 22,801 | 17,497 | 40,505 | (30,133) |
Interest expense and other | (340) | (75) | (1,359) | (835) |
Gain (loss) on investments, net | 454 | (140) | 666 | 562 |
Income (loss) before taxes | 22,915 | 17,282 | 39,812 | (30,406) |
Income tax expense (benefit) | 7,032 | 298 | 10,789 | (16,290) |
Net income (loss) | $ 15,883 | $ 16,984 | $ 29,023 | $ (14,116) |
Earnings (loss) per share | ||||
Basic | $ 0.12 | $ 0.13 | $ 0.22 | $ (0.11) |
Diluted | 0.11 | 0.13 | 0.21 | (0.11) |
Cash dividends declared per common share | $ 0.12 | $ 0.12 | $ 0.36 | $ 0.36 |
Weighted average common shares outstanding: | ||||
Basic | 135,908 | 132,133 | 134,617 | 131,521 |
Diluted | 138,760 | 132,445 | 136,668 | 131,521 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Oct. 02, 2015 | Sep. 30, 2016 | Oct. 02, 2015 | |
Condensed Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | ||||
Net income (loss) | $ 15,883 | $ 16,984 | $ 29,023 | $ (14,116) |
Currency translation adjustments, net | 825 | (216) | 234 | (1,024) |
Comprehensive income (loss) | $ 16,708 | $ 16,768 | $ 29,257 | $ (15,140) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Jan. 01, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 284,047 | $ 247,403 |
Trade receivables, net of reserves ($15,753 as of September 30, 2016 and $14,541 as of January 1, 2016) | 61,628 | 42,684 |
Inventories | 68,277 | 65,334 |
Prepaid expenses and other current assets | 9,332 | 7,176 |
Assets held-for-sale | 4,901 | |
Income taxes receivable | 4,529 | 7,584 |
Total Current Assets | 432,714 | 370,181 |
Non-current Assets: | ||
Property, plant & equipment, net of accumulated depreciation ($243,051 as of September 30, 2016 and $273,352 as of January 1, 2016) | 51,572 | 71,044 |
Purchased intangibles, net of accumulated amortization ($54,189 as of September 30, 2016 and $77,225 as of January 1, 2016) | 23,443 | 32,507 |
Goodwill | 571,770 | 571,770 |
Deferred income tax assets | 59,385 | 63,139 |
Other non-current assets | 31,255 | 29,977 |
Total Non-current Assets | 737,425 | 768,437 |
Total Assets | 1,170,139 | 1,138,618 |
Current Liabilities: | ||
Trade payables | 21,912 | 23,382 |
Accrued compensation | 35,289 | 31,662 |
Other accrued expenses and liabilities | 26,073 | 17,251 |
Deferred income | 18,077 | 14,482 |
Income taxes payable | 3,301 | 3,270 |
Provision for TAOS litigation | 78,317 | 77,988 |
Total Current Liabilities | 182,969 | 168,035 |
Non-current Liabilities: | ||
Income taxes payable | 1,653 | 1,609 |
Other non-current liabilities | 10,792 | 14,225 |
Total Non-current Liabilities | 12,445 | 15,834 |
Stockholders' Equity: | ||
Preferred stock, $0.01 par value, 2 million shares authorized; no shares issued or outstanding | ||
Class A common stock, $0.01 par value, voting; 600 million shares authorized; 136,690,919 shares issued and outstanding as of September 30, 2016 and 132,728,391 shares issued and outstanding as of January 1, 2016 | 1,367 | 1,327 |
Additional paid-in capital | 1,550,013 | 1,559,334 |
Accumulated deficit | (575,914) | (604,937) |
Accumulated other comprehensive loss | (741) | (975) |
Total Stockholders' Equity | 974,725 | 954,749 |
Total Liabilities and Stockholders' Equity | $ 1,170,139 | $ 1,138,618 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Sep. 30, 2016 | Jan. 01, 2016 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Trade receivables, reserves | $ 15,753 | $ 14,541 |
Property, plant and equipment, accumulated depreciation | 243,051 | 273,352 |
Purchased intangibles, accumulated amortization | $ 54,189 | $ 77,225 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock, par value | $ 0.01 | $ 0.01 |
Class A common stock, shares authorized | 600,000,000 | 600,000,000 |
Class A common stock, shares issued | 136,690,919 | 132,728,391 |
Class A common stock, shares outstanding | 136,690,919 | 132,728,391 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Oct. 02, 2015 | |
Operating Activities | ||
Net income (loss) | $ 29,023 | $ (14,116) |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||
Depreciation | 9,949 | 11,728 |
Amortization of intangibles | 9,064 | 13,364 |
Equity-based compensation | 20,167 | 18,010 |
Deferred income taxes | 2,464 | (4,038) |
Excess tax benefit received on exercise of stock options | (1,742) | (862) |
Loss on sale of fixed assets | 50 | 16 |
Non-cash portion of restructuring charges | 9,998 | |
Gain on investments | (205) | (1,048) |
Changes in operating assets and liabilities: | ||
Trade receivables | (18,944) | 4,773 |
Inventories | (2,943) | 4,804 |
Prepaid expenses and other current assets | (2,156) | 2,145 |
Trade payables and other liabilities | 3,205 | 68 |
Provision for the TAOS litigation | 329 | 78,014 |
Income taxes | 4,490 | (57,516) |
Other long-term assets / liabilities, net | 5,386 | 30,474 |
Net cash flows provided by operating activities | 68,135 | 85,816 |
Investing Activities | ||
Cash paid for acquisition, net of cash acquired | (15,948) | |
Proceeds from investments | 935 | 1,048 |
Purchase of property, plant and equipment | (6,504) | (11,751) |
Advance received for planned disposition of 200mm line | 2,422 | |
Net cash flows used in investing activities | (3,147) | (26,651) |
Financing Activities | ||
Proceeds, net of taxes withheld, from equity-based awards | 21,695 | 8,793 |
Dividends paid | (51,203) | (48,852) |
Net cash flows used in financing activities | (29,508) | (40,059) |
Effect of exchange rates on cash and cash equivalents | 1,164 | (1,424) |
Net change in cash and cash equivalents | 36,644 | 17,682 |
Cash and cash equivalents at the beginning of the period | 247,403 | 211,216 |
Cash and cash equivalents at the end of the period | $ 284,047 | $ 228,898 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | Note 1 — Basis of Presentation Intersil Corporation (“Intersil,” which may also be referred to as “we,” “us,” or “our”) is a leading provider of innovative power management and precision analog semiconductor solutions. Our products address some of the largest markets within the industrial and infrastructure, and consumer and computing end markets. In our opinion, these unaudited condensed consolidated financial statements include all adjustments necessary to present fairly, in all material respects, the financial position, results of operations, and cash flows for all periods presented. We prepared these unaudited condensed consolidated financial statements in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, using management estimates where necessary. We derived the January 1, 2016 condensed consolidated balance sheet from our audited consolidated year-end financial statements. You should read this interim report in conjunction with our Annual Report on Form 10-K for the year ended January 1, 2016 . We utilize a 52/53 fiscal week year, ending on the nearest Friday to December 31. Fiscal years 2016 and 2015, are and were, respectively, 52-week years. Quarterly and annual periods vary from exact calendar quarters and years. Pending Merger with Renesas Electronics Corporation On September 12, 2016 , we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Renesas Electronics Corporation, a Japanese corporation (“Renesas”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in the Merger Agreement, a wholly owned subsidiary of Renesas will merge with and into Intersil (the “Merger”), with Intersil continuing as the surviving corporation and a direct wholly owned subsidiary of Renesas. At the effective time of the Merger, each outstanding share of Class A common stock, par value $ 0.01 per share , of Intersil (“Class A common stock” or “common stock”) , other than shares held by stockholders who have validly exercised their appraisal rights under Delaware law, and certain shares owned by Intersil, Renesas and their subsidiaries, will be automatically converted into the right to receive $ 22.50 in cash, without interest and less any applicable withholding taxes, plus, if applicable, the amount of any dividend which has a record date prior to the closing date of the Merger but remains unpaid as of the closing date of the Merger. The consummation of the merger is conditioned on the receipt of the approval of our stockholders, as well as the satisfaction of other customary closing conditions, including domestic and foreign regulatory approvals and performance in all material respects by each party of its obligations under the Merger Agreement. Consummation of the Merger is not subject to a financing condition. Closing of the merger is expected in the first half of 2017. The Merger Agreement contains certain termination rights for us and Renesas, including if a governmental body prohibits the Merger or if the Merger is not consummated before July 12, 2017. Upon termination of the Merger Agreement under specified circumstances, we or Rene sas will be required to pay the other party a termination fee of $ 96.5 million. We recorded transaction-related costs of $ 4.6 million, principally for outside financial advisory, legal, and related fees and expenses associated with the pending acquisition , in the quarter ended September 30, 2016. Additional transaction-related costs are expected to be incurred through the closing of the Merger . Recent Accounting Guidance Not Yet Adopted In January 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard update, or 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 us beginning in the first quarter of 2018. We are currently evaluating the impact of the adoption of this ASU on our financial statements. In February 2016, FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In March 2016, FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting . This ASU affects entities that issue equity-based payment awards to their employees. The ASU is designed to simplify several aspects of accounting for equity-based payment award transactions, which include income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, and forfeiture rate calculations. ASU 2016-09 will become effective for us beginning in the first quarter of 2017; early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In April 2016, FASB issued an update to ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 30, 2016. There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended January 1, 2016 that have had a material impact on our unaudited condensed consolidated financial statements and related notes. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 3 — Fair Value Measurements We determine the fair value of our assets and liabilities utilizing three levels of inputs, focusing on the most observable level of inputs when available. Level 1 inputs use quoted prices in active markets which are unadjusted and accessible as of the measurement date for identical, unrestricted assets or liabilities. Level 2 uses quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 uses prices or valuations that require inputs that are unobservable and significant to the overall fair value measurement. We determine fair value on the following assets using these input levels (in thousands): Fair value as of September 30, 2016 using: Total Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Assets Other non-current assets: Deferred compensation investments $ 9,917 $ 87 $ 9,830 Total assets measured at fair value $ 9,917 $ 87 $ 9,830 Fair value as of January 1, 2016 using: Total Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Assets Other non-current assets: Deferred compensation investments $ 9,855 $ 400 $ 9,455 Total assets measured at fair value $ 9,855 $ 400 $ 9,455 There were no transfers into or out of Level 1, Level 2, or Level 3 financial assets during the three quarters ended September 30, 2016 and October 2, 2015. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventories [Abstract] | |
Inventories | Note 4 — Inventories Inventories are summarized below (in thousands): As of As of September 30, 2016 January 1, 2016 Finished products $ 18,139 $ 22,522 Work in process 46,355 38,238 Raw materials 3,783 4,574 Total inventories $ 68,277 $ 65,334 |
Goodwill And Purchased Intangib
Goodwill And Purchased Intangibles | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Purchased Intangibles [Abstract] | |
Goodwill And Purchased Intangibles | Note 5 — Goodwill and Purchased Intangibles Goodwill — We perform our annual test of impairment in our fourth quarter, or if indicators of impairment exist, in interim periods. Factors that could trigger a goodwill impairment review include adverse legal factors, adverse changes in our business climate, unanticipated competition, regulatory issues, loss of key personnel, significant changes or losses in business operations, weakness in our industry, downward revisions to forecasts for future periods, restructuring plans, and declines in market capitalization below equity book value. There were no impairment triggers noted during the three quarters ended September 30, 2016. Purchased Intangibles — Our intangible assets consisted of the following (in thousands): As of September 30, 2016 Definite-lived: developed technologies Definite-lived: other Total purchased intangibles Gross carrying amount $ 63,032 $ 14,600 $ 77,632 Accumulated amortization 42,151 12,038 54,189 Purchased intangibles, net $ 20,881 $ 2,562 $ 23,443 As of January 1, 2016 Definite-lived: developed technologies Definite-lived: other Total purchased intangibles Gross carrying amount $ 63,032 $ 46,700 $ 109,732 Accumulated amortization 36,065 41,160 77,225 Purchased intangibles, net $ 26,967 $ 5,540 $ 32,507 Substantially all of our purchased intangibles consist of multiple elements of developed technology which have estimated useful lives of five to seven years. Other purchased intangibles consist primarily of customer relationships and other identifiable assets, which have an estimated useful life of three to seven years. No trigger requiring an impairment review was noted during the three quarters ended September 30, 2016. Expected remaining amortization expense by year to the end of the current amortization schedule is as follows (in thousands): To be recognized in: 2016 $ 2,670 2017 9,480 2018 4,362 2019 1,890 2020 and thereafter 5,041 Total expected amortization expense $ 23,443 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | Note 6 — Income Taxes Our income tax expense was $7.0 million, which equates to an effective tax rate of 30.7% , for the quarter ended September 30, 2016 compared to an income tax expense of $0.3 million, which equated to an effective tax rate of 1.7% , for the quarter ended October 2, 2015. Our income tax expense was $10.8 million, which equates to an effective tax rate of 27.1% , for the three quarters ended September 30, 2016 compared to an income tax benefit of $16.3 million, which equated to a negative effective tax rate of 53.6% , for the three quarters ended October 2, 2015. Our effective tax rate for the quarter ended September 30, 2016 differs from the 35% U.S. federal statutory income tax rate due primarily to income earned in jurisdictions where the tax rate is lower than the United States, principally in Malaysia, state income taxes, U.S. research and development tax credits, U.S. domestic production activity and other permanent non-deductible items. Our effective tax rate was negative for the quarter ended October 2, 2015, primarily due to losses in foreign jurisdictions related to the TAOS litigation. The $ 81.1 million accrual recorded for the TAOS litigation was treated as an unusual and discrete item for the quarter, for which the future tax benefit was $ 1.2 million, and the loss was allocated primarily to our Malaysian operations. Additionally, the three quarters ended October 2, 2015 included a net tax benefit of $ 27.7 million related to the release of a reserve for an uncertain tax position for which the statutes of limitation in certain jurisdictions expired during the period. As of September 30, 2016, we have no material changes resulting from examination s in major tax jurisdictions. Accordingly, we have no material changes to our unrecognized tax benefits and related interest and penalty since the year ended January 1, 2016. We do not believe that there will be a significant increase or decrease in unrecognized tax benefits within the next twelve months. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Long Term Debt [Abstract] | |
Long-Term Debt | Note 7 — Long-Term Debt On July 19, 2016, we entered into an amended and restated five -year, $ 225.0 million revolving credit facility, or the Amended Facility, that matures on July 19, 2021 and is payable in full upon maturity. The Amended Facility replaces our five -year, $ 325.0 million revolving credit facility, or the Facility, that would have matured on September 1, 2016 . Under the Amended Facility, $50.0 million is available for the issuance of standby letters of credit, $ 30.0 million is available as swing line loans, and $ 70.0 million is available for multicurrency borrowings. Amounts repaid under the Amended Facility may be re-borrowed. We did not have any outstanding borrowings against the Amended Facility as of September 30, 2016 or against the Facility as of January 1, 2016. Standby Letters of Credit — We issue standby letters of credit during the ordinary course of business through major financial institutions as required for certain regulatory matters. We had outstanding letters of credit to taling $1.1 million and $1.3 million as of September 30, 2016 and January 1, 2016, respectively. The standby letters of credit are secured by pledged deposits. |
Common Stock And Dividends
Common Stock And Dividends | 9 Months Ended |
Sep. 30, 2016 | |
Common Stock And Dividends [Abstract] | |
Common Stock And Dividends | Note 8 — Common Stock and Dividends Class A Common Stock — S hare activity for Class A common stock since January 1, 2016 (in thousands): Beginning balance as of January 1, 2016 132,728 Shares issued under stock plans, net of shares withheld for taxes 3,963 Ending balance as of September 30, 2016 136,691 Dividends — In April 2016 and July 2016, our Board of Directors declared quarterly cash dividend s of $ 0.12 pe r share of common stock. In October 2016, our Board of Directors declared a dividend of $ 0.12 per share of common stock payable on or about November 28, 2016 , to stockholders of record as of the close of business on November 15, 2016 . Dividend s paid during the three quarters ended September 30, 2016 and October 2, 2015 totaled $ 51.2 million and $ 48.9 million, respectively. Pursuant to the terms of the Merger Agreement, we are not permitted to declare or pay any dividends on our outstanding shares of capital stock, except (i) a quarterly cash dividend in an amount not in excess of $0.12 per share of Common Stock, consistent with past practice and (ii) any dividends or dividend equivalent rights with respect to any vested equity awards. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Equity-Based Compensation [Abstract] | |
Equity-Based Compensation | Note 9 — Equity-based Compensation The following table represents the weighted-average fair value compensation cost per share of restricted and deferred stock awards (“Awards”) granted: Three Quarters Ended September 30, 2016 October 2, 2015 Awards $ 13.86 $ 11.26 Equity-based Compensation Summary — The following table presents information about stock options (“Options”) and A wards as of and activity for the three quarter s ended September 30, 2016: Options Awards Aggregate information Shares Weighted-average price Weighted-average remaining contract lives Shares Aggregate intrinsic value Aggregate unrecognized compensation cost (in thousands) (per share) (in years) (in thousands) (in thousands) (in thousands) Outstanding as of January 1, 2016 4,013 $ 12.02 2.2 5,509 $ 75,432 $ 29,042 Granted (1) - - - 2,008 Exercised (2) (2,198) 12.01 1.0 (1,932) Canceled (120) 16.30 0.2 (463) Outstanding as of September 30, 2016 1,695 $ 11.72 2.2 5,122 $ 129,623 $ 33,897 As of September 30, 2016: Exercisable/vested (2) 1,619 $ 11.67 2.0 121 $ 19,264 Vested and expected to vest 1,695 $ 11.72 2.2 5,122 $ 129,623 (1) Grants include 345,543 MSU Awards issued during the three quarters ended September 30, 2016. (2) Awards exercised are those that are fully vested and have been delivered to the recipients as a taxable event due to an elected deferral, available in the case of deferred stock units. Deferred stock units for which the deferral is elected timely are vested but still outstanding as Awards. Total un-issued shares related to deferred stock units as of September 30, 2016 were 121,000 shares as shown in the Awards column as Exercisable/vested. Additional Disclosures Three Quarters Ended September 30, 2016 October 2, 2015 (in thousands) Shares issued under the employee stock purchase plan 396 537 Aggregate intrinsic value of stock options exercised $ 8,484 $ 1,919 Financial Statement Effects and Presentation — The following table shows total equity-based compensation expense for the periods indicated that are included in our unaudited condensed consolidated statements of operations (in thousands): Quarter Ended Three Quarters Ended September 30, 2016 October 2, 2015 September 30, 2016 October 2, 2015 By statement of operations line item Cost of revenue $ 207 $ 304 $ 949 $ 1,132 Research and development 2,779 2,390 9,716 7,799 Selling, general and administrative 2,577 2,871 9,502 9,079 Total $ 5,563 $ 5,565 $ 20,167 $ 18,010 By stock type Stock options $ 9 $ 90 $ 57 $ 574 Restricted and deferred stock awards 5,342 5,250 19,389 16,613 Employee stock purchase plan 212 225 721 823 Total $ 5,563 $ 5,565 $ 20,167 $ 18,010 Market based Grants — As of September 30, 2016, we had Options and A wards outstanding that include service conditions as well as market conditions related to total stockholder return. Under the terms of the agreements, participants may receive from 0 - 300 % of the original grant. Equity-based compensation cost is measured at the grant date, based on the fair value of the number of shares ultimately expected to vest, and is re cognized as an expense, on a straight line basis, over the requisite service period: September 30, 2016 Options Awards (in thousands) Market-based units outstanding - 961 Maximum shares that could be issued assuming the highest level of performance - 2,163 Market-based shares expected to vest / vested - 1,371 Amount to be recognized as compensation cost over the performance period $ - $ 3,410 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings (Loss) Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 10 —Earnings (Loss) Per Share The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share amounts): Quarter Ended Three Quarters Ended September 30, 2016 October 2, 2015 September 30, 2016 October 2, 2015 Numerator : Net income (loss) to common stockholders $ 15,883 $ 16,984 $ 29,023 $ (14,116) Denominator: Denominator for basic earnings per share—weighted average common shares 135,908 132,133 134,617 131,521 Effect of stock options and awards 2,852 312 2,051 - Denominator for diluted earnings per share—adjusted weighted average common shares 138,760 132,445 136,668 131,521 Earnings per share: Basic $ 0.12 $ 0.13 $ 0.22 $ (0.11) Diluted $ 0.11 $ 0.13 $ 0.21 $ (0.11) Anti-dilutive shares not included in the above calculations: Awards - - - - Options - 3,405 - 1,083 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Information [Abstract] | |
Segment Information | Note 11 — Segment Information We report our results in one reportable segment. We design and develop innovative power management and precision analog integrated circuits, or ICs. Our chief executive officer is our chief operating decision maker. |
Legal Matters And Indemnificati
Legal Matters And Indemnifications | 9 Months Ended |
Sep. 30, 2016 | |
Legal Matters And Indemnifications [Abstract] | |
Legal Matters And Indemnifications | Note 12 — Legal Matters and Indemnifications Other than as stated in this Note 12, there were no material changes in our legal matters and indemnifications, from those disclosed in our Annual Report on Form 10-K for the year ended January 1, 2016. TAOS litigation Texas Advanced Optoelectronic Solutions, Inc., or TAOS, named us as a defendant in a lawsuit filed on November 25, 2008 in the United States District Court for the Eastern District of Texas. In this action, TAOS alleged four claims consisting of patent infringement, breach of contract, trade secret misappropriation, and tortious interference with a business relationship. On March 6, 2015, the jury found in favor of TAOS on each of the four claims. After certain post-trial motions were heard, the court entered a final judgment on June 9, 2016 against us in the amount of $ 77.3 million plus court costs and a continuing royalty on certain products found to be infringing TAOS’ patent. On June 10, 2016, we filed a notice of appeal; TAOS filed a notice of cross-appeal. Our opening brief is due to be filed on October 28, 2016. As a consequence of the jury’s verdict, during the quarter ended April 3, 2015, we recorded a provision of $ 81.1 million related to this matter, including pre-judgment interest and estimated legal costs. As a result of the entry of the June 9, 2016 judgment, we increased our accrual for this matter by $ 1. 3 million in the quarter ended July 1, 2016 . Given the unpredictable nature of this type of litigation and because the outcome remains subject to appeal, the ultimate impact of this lawsuit may be materially different from our estimate. Environmental matter In correspondence dated September 28, 2015, counsel for Thomson Consumer Electronics Television Taiwan, Ltd., or TCETVT, notified us that it reserved its right to seek indemnification from us for any and all costs, fees, and expenses incurred as a result of a toxic tort class action lawsuit filed in Taiwan against TCETVT and others. The lawsuit pertains to alleged injuries resulting from groundwater contamination at a manufacturing facility in Taiwan currently owned by TCETVT, which was previously owned and operated by predecessors, including General Electric, or GE, and Harris Corporation, or Harris, of our Taiwan subsidiary, Intersil Ltd. In the September 28 correspondence, TCETVT also informed us that the Taipei District Court entered a judgment of $ 18.5 million in the lawsuit against TCETVT, which judgment has been appealed. In addition, TCETVT informed us that they have incurred costs of $ 11.2 million in defending against the lawsuit through September 1, 2015. We were also advised by TCETVT that additional claimants made be added to the lawsuit and TCETVT believes that if such additional claimants were successfully added, the resulting liability could be as high as $ 200.0 million. In its September 28, 2015 letter, TCETVT informed us that it reserved its right to seek indemnification from us for any and all costs associated with the remediation of the contamination on that site and nearby areas. TCETVT claims they have incurred $ 15.9 million in remediation-related costs through September 1, 2015. By letter dated June 22 , 2016 from counsel for GE and by letter dated July 14, 2016 from counsel for TCETVT, we were advised that in April 2016 the Taiwan Supreme Court denied the request to add additional claimants to the existing lawsuit and that, in response to the denial, the plaintiffs filed a new, but related lawsuit, claiming damages on behalf of 1,147 new claimants as well as adding additional sites at which the toxic torts were alleged to have occurred , such that the resulting liability could be as high as an additional $ 225.0 million. Under the terms of the 1999 Master Transaction Agreement between Harris and Intersil, whereby Harris transferred its semiconductor business assets to us, environmental liabilities (including those associated with Harris’ Taiwan semiconductor operations) were expressly retained by Harris. The Master Transaction Agreement also requires Harris to indemnify us for any and all costs relating to those retained environmental liabilities. We have denied liability to TCETVT for the costs associated with the lawsuit as well as the costs associated with the remediation of the contamination on the site. We have also submitted a claim notice to Harris seeking defense and indemnification from Harris under the Master Transaction Agreement for any and all claims made by TCETVT in connection with this matter. Harris has not yet agreed to indemnify us for the liability asserted by TCETVT. Export Compliance Settlement A portion of our activities are subject to export control regulations administered by the U.S. Department of State, or DOS, under the U.S. Arms Export Control Act, or AECA, and the International Traffic in Arms Regulations, or ITAR. In September 2010, in response to a request for information, we disclosed to the Directorate of Defense Trade Controls, or DTCC, information concerning export activities for the years of 2005 through 2010. ITAR gives the DOS authority to impose civil penalties and other administrative sanctions for violations, including debarment from engaging in the exporting of defense articles. In June of 2013, the DTCC notified us of potential ITAR violations and that it was considering pursuing administrative proceedings against us. On June 16, 2014, we entered into a Consent Agreement with the DTCC for the purpose of resolving the potential ITAR violations. The Consent Agreement contained a two -year term and provided for: (i) payment of an aggregate civil penalty of $ 10.0 million, $ 4.0 million of which was suspended and eligible for an offset credit based on verified expenditures for certain past and future remedial compliance measures; (ii) the appointment of an Internal Special Compliance Official to oversee compliance with the Consent Agreement and U.S. export control regulations, in general; (iii) two external audits of our ITAR compliance program; and (iv) continued implementation of ongoing remedial compliance measures and additional remedial compliance measures related to automated systems and ITAR compliance policies, procedures, and training. In connection with the Consent Agreement, we estimated and recorded a $ 6.0 million charge in the quarter ended October 4, 2013 and an additional $4.0 million charge in the quarter ended April 4, 2014, when the amount of the penalty was determined. The $ 6.0 million portion of the settlement, which was not subject to suspension, was paid in two installments of $ 3.0 million each , in June 2014 and June 2015. On March 29, 2016, we notified the DTCC that we had met all of the requirements under the Consent Agreement, as required by Paragraph 30 of the Consent Agreement. On June 17, 2016, we notified the DTCC that the investments we had made in our export control compliance program, which included additional staffing, ongoing implementation of a new software system, employee training, and establishment of a regular compliance audit program and corrective action process, were eligible for credit against the entire amount of the suspended portion of the settlement amount. On June 20, 2016, the DTCC notified us that the expenses we incurred were eligible for and credited against the entire $4.0 million suspended payment. Finally, on June 21, 2016, the DTCC notified us that it had closed the Consent Agreement based, in part, on DTCC’s conclusion that we had fulfilled the terms of the Consent Agreement. We are currently party to various claims and legal proceedings, including those discussed above. When we believe that a loss is probable and the amount of the loss can be reasonably estimated, we recognize the estimated amount of the loss. We include legal costs in the estimate of losses. As additional information becomes available, we reassess any potential liability related to these matters and, if necessary, revise the estimates. We do not believe, based on currently available facts and circumstances that the ultimate outcome of these matters, individually and in the aggregate, will have a material adverse effect on our financial position or overall trends in results of our operations in excess of amounts already accrued. However, litigation is subject to inherent uncertainties and unfavorable rulings could occur, including an award of substantial monetary damages or issuance of an injunction prohibiting us from selling one or more products. From time-to-time, we may enter into confidential discussions regarding the potential settlement of such lawsuits. Any settlement of pending litigation could require us to incur substantial costs and other ongoing expenses, such as future royalty payments in the case of an intellectual property dispute. There can be no assurances that the actual amounts required to satisfy any liabilities arising from the matters described above will not have a material adverse effect on our results of operations, financial position, or cash flows. We incur indemnification obligations for intellectual property infringement claims related to our products. We accrue for known indemnification issues and estimate unidentified issues based on historical activity. |
Assets Held For Sale And Restru
Assets Held For Sale And Restructuring And Related Costs | 9 Months Ended |
Sep. 30, 2016 | |
Assets Held For Sale And Restructuring And Related Costs [Abstract] | |
Assets Held For Sale And Restructuring And Related Costs | Note 13 — Assets held for sale and Restructuring and Related Costs On June 29, 2016, we began implementation of a plan to decommission our 200 millimeter wafer fabrication line in Palm Bay, Florida or the 200mm Line. The investment in the 200mm Line was made approximately four years ago to address the need to extend the production life of certain products manufactured at a third party wafer foundry when the supply commitments from the supplier for these products were set to expire at the end of 2014. In July 2015, the supplier was acquired and the acquirer recently decided to continue long-term support for the manufacturing of these products. To avoid the future capital investment anticipated to be required for the 200mm Line, we determined it would be beneficial to our long-term cost structure to source the manufacturing for these products from this supplier and decommission our 200mm Line. Due to this shift in manufacturing to an outside provider, we recorded an impairment charge of $ 9.9 million during the quarter ended July 1, 2016 on these long-lived assets related to the 200mm Line. The impairment charge was calculated as the excess of the assets’ carrying value over their fair value as determined by the market prices of these types of assets. We also recorded impairment charges of $ 1 million during the quarter ended July 1, 2016 for specific inventory items related to the 200 mm Line which had no alternative use. In addition we recorded $ 2.5 million of severance and other employee benefit costs in the quarter ended July 1, 2016 related to the decommissioning and other cost reduction actions. During the quarter ended September 30, 2016, long lived assets (comprising of property, plant and equipment with a net book value of $ 4.9 million) relating to the 200 mm Line have been classified as assets held for sale. We measure long-lived assets to be disposed of by sale at the lower of carrying amount or fair value less cost to sell. Fair value is determined using quoted market prices or the anticipated cash flows discounted at a rate commensurate with the risk involved. No additional gain or loss was recorded since these assets were reduced to their fair value during the quarter ended July 1, 2016. We have entered into an agreement for sale of these assets and received an advance of $ 2.5 million. We expect to complete the sale within next twelve months. |
Basis Of Presentation (Policy)
Basis Of Presentation (Policy) | 9 Months Ended |
Sep. 30, 2016 | |
Basis Of Presentation [Abstract] | |
Fiscal Period | We utilize a 52/53 fiscal week year, ending on the nearest Friday to December 31. Fiscal years 2016 and 2015, are and were, respectively, 52-week years. Quarterly and annual periods vary from exact calendar quarters and years. |
Recent Accounting Guidance Not Yet Adopted | Recent Accounting Guidance Not Yet Adopted In January 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard update, or 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 us beginning in the first quarter of 2018. We are currently evaluating the impact of the adoption of this ASU on our financial statements. In February 2016, FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In March 2016, FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting . This ASU affects entities that issue equity-based payment awards to their employees. The ASU is designed to simplify several aspects of accounting for equity-based payment award transactions, which include income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, and forfeiture rate calculations. ASU 2016-09 will become effective for us beginning in the first quarter of 2017; early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In April 2016, FASB issued an update to ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Of Financial Assets | Fair value as of September 30, 2016 using: Total Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Assets Other non-current assets: Deferred compensation investments $ 9,917 $ 87 $ 9,830 Total assets measured at fair value $ 9,917 $ 87 $ 9,830 Fair value as of January 1, 2016 using: Total Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Assets Other non-current assets: Deferred compensation investments $ 9,855 $ 400 $ 9,455 Total assets measured at fair value $ 9,855 $ 400 $ 9,455 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventories [Abstract] | |
Schedule Of Inventories | As of As of September 30, 2016 January 1, 2016 Finished products $ 18,139 $ 22,522 Work in process 46,355 38,238 Raw materials 3,783 4,574 Total inventories $ 68,277 $ 65,334 |
Goodwill And Purchased Intang23
Goodwill And Purchased Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Purchased Intangibles [Abstract] | |
Purchased Intangibles | As of September 30, 2016 Definite-lived: developed technologies Definite-lived: other Total purchased intangibles Gross carrying amount $ 63,032 $ 14,600 $ 77,632 Accumulated amortization 42,151 12,038 54,189 Purchased intangibles, net $ 20,881 $ 2,562 $ 23,443 As of January 1, 2016 Definite-lived: developed technologies Definite-lived: other Total purchased intangibles Gross carrying amount $ 63,032 $ 46,700 $ 109,732 Accumulated amortization 36,065 41,160 77,225 Purchased intangibles, net $ 26,967 $ 5,540 $ 32,507 |
Expected Amortization Expense | To be recognized in: 2016 $ 2,670 2017 9,480 2018 4,362 2019 1,890 2020 and thereafter 5,041 Total expected amortization expense $ 23,443 |
Common Stock And Dividends (Tab
Common Stock And Dividends (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Common Stock And Dividends [Abstract] | |
Share Activity For Class A Common Stock | Beginning balance as of January 1, 2016 132,728 Shares issued under stock plans, net of shares withheld for taxes 3,963 Ending balance as of September 30, 2016 136,691 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity-Based Compensation [Abstract] | |
Summary Of Weighted-Average Fair Value Compensation Cost Per Share Of Awards Granted | Three Quarters Ended September 30, 2016 October 2, 2015 Awards $ 13.86 $ 11.26 |
Equity-Based Compensation Summary | Options Awards Aggregate information Shares Weighted-average price Weighted-average remaining contract lives Shares Aggregate intrinsic value Aggregate unrecognized compensation cost (in thousands) (per share) (in years) (in thousands) (in thousands) (in thousands) Outstanding as of January 1, 2016 4,013 $ 12.02 2.2 5,509 $ 75,432 $ 29,042 Granted (1) - - - 2,008 Exercised (2) (2,198) 12.01 1.0 (1,932) Canceled (120) 16.30 0.2 (463) Outstanding as of September 30, 2016 1,695 $ 11.72 2.2 5,122 $ 129,623 $ 33,897 As of September 30, 2016: Exercisable/vested (2) 1,619 $ 11.67 2.0 121 $ 19,264 Vested and expected to vest 1,695 $ 11.72 2.2 5,122 $ 129,623 (1) Grants include 345,543 MSU Awards issued during the three quarters ended September 30, 2016. (2) Awards exercised are those that are fully vested and have been delivered to the recipients as a taxable event due to an elected deferral, available in the case of deferred stock units. Deferred stock units for which the deferral is elected timely are vested but still outstanding as Awards. Total un-issued shares related to deferred stock units as of September 30, 2016 were 121,000 shares as shown in the Awards column as Exercisable/vested. |
Equity-Based Compensation, Additional Disclosures | Additional Disclosures Three Quarters Ended September 30, 2016 October 2, 2015 (in thousands) Shares issued under the employee stock purchase plan 396 537 Aggregate intrinsic value of stock options exercised $ 8,484 $ 1,919 |
Equity-Based Compensation Expense | Quarter Ended Three Quarters Ended September 30, 2016 October 2, 2015 September 30, 2016 October 2, 2015 By statement of operations line item Cost of revenue $ 207 $ 304 $ 949 $ 1,132 Research and development 2,779 2,390 9,716 7,799 Selling, general and administrative 2,577 2,871 9,502 9,079 Total $ 5,563 $ 5,565 $ 20,167 $ 18,010 By stock type Stock options $ 9 $ 90 $ 57 $ 574 Restricted and deferred stock awards 5,342 5,250 19,389 16,613 Employee stock purchase plan 212 225 721 823 Total $ 5,563 $ 5,565 $ 20,167 $ 18,010 |
Market Based Grants | September 30, 2016 Options Awards (in thousands) Market-based units outstanding - 961 Maximum shares that could be issued assuming the highest level of performance - 2,163 Market-based shares expected to vest / vested - 1,371 Amount to be recognized as compensation cost over the performance period $ - $ 3,410 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings (Loss) Per Share [Abstract] | |
Computation Of Basic And Diluted Earnings (Loss) Per Share | Quarter Ended Three Quarters Ended September 30, 2016 October 2, 2015 September 30, 2016 October 2, 2015 Numerator : Net income (loss) to common stockholders $ 15,883 $ 16,984 $ 29,023 $ (14,116) Denominator: Denominator for basic earnings per share—weighted average common shares 135,908 132,133 134,617 131,521 Effect of stock options and awards 2,852 312 2,051 - Denominator for diluted earnings per share—adjusted weighted average common shares 138,760 132,445 136,668 131,521 Earnings per share: Basic $ 0.12 $ 0.13 $ 0.22 $ (0.11) Diluted $ 0.11 $ 0.13 $ 0.21 $ (0.11) Anti-dilutive shares not included in the above calculations: Awards - - - - Options - 3,405 - 1,083 |
Basis Of Presentation (Narrativ
Basis Of Presentation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Jan. 01, 2016 | |
Class A common stock, par value | $ 0.01 | $ 0.01 |
Pending Merger with Renesas Electronics Corporation [Member] | ||
Business acquisition date of agreement | Sep. 12, 2016 | |
Class A common stock, par value | $ 0.01 | |
Merger transaction related costs | $ 4.6 | |
Pending Merger with Renesas Electronics Corporation [Member] | Upon Termination Of Merger Agreement Under Specified Circumstances [Member] | ||
Payments for merger related costs | $ 96.5 | |
Pending Merger with Renesas Electronics Corporation [Member] | Effective Time Of Merger July 12, 2017 [Member] | ||
Business acquisition share price | $ 22.50 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value Of Financial Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jan. 01, 2016 | Oct. 02, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation investments | $ 9,917 | $ 9,855 | |
Total assets measured at fair value | 9,917 | 9,855 | |
Fair value transfers of assets from level 1 to level 2 | 0 | $ 0 | |
Fair value transfers of assets from level 2 to level 1 | 0 | $ 0 | |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation investments | 87 | 400 | |
Total assets measured at fair value | 87 | 400 | |
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation investments | 9,830 | 9,455 | |
Total assets measured at fair value | $ 9,830 | $ 9,455 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jan. 01, 2016 |
Inventories [Abstract] | ||
Finished products | $ 18,139 | $ 22,522 |
Work in process | 46,355 | 38,238 |
Raw materials | 3,783 | 4,574 |
Total inventories | $ 68,277 | $ 65,334 |
Goodwill And Purchased Intang30
Goodwill And Purchased Intangibles (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Definite-Lived: Developed Technologies [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 5 years |
Definite-Lived: Developed Technologies [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 7 years |
Definite-Lived: Other [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 3 years |
Definite-Lived: Other [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 7 years |
Goodwill And Purchased Intang31
Goodwill And Purchased Intangibles (Purchased Intangibles) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jan. 01, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 77,632 | $ 109,732 |
Accumulated amortization | 54,189 | 77,225 |
Purchased intangibles, net | 23,443 | 32,507 |
Definite-Lived: Developed Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 63,032 | 63,032 |
Accumulated amortization | 42,151 | 36,065 |
Purchased intangibles, net | 20,881 | 26,967 |
Definite-Lived: Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 14,600 | 46,700 |
Accumulated amortization | 12,038 | 41,160 |
Purchased intangibles, net | $ 2,562 | $ 5,540 |
Goodwill And Purchased Intang32
Goodwill And Purchased Intangibles (Expected Amortization Expense) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jan. 01, 2016 |
Goodwill And Purchased Intangibles [Abstract] | ||
2,016 | $ 2,670 | |
2,017 | 9,480 | |
2,018 | 4,362 | |
2,019 | 1,890 | |
2020 and thereafter | 5,041 | |
Purchased intangibles, net | $ 23,443 | $ 32,507 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Oct. 02, 2015 | Sep. 30, 2016 | Oct. 02, 2015 | |
Income Taxes [Abstract] | ||||
Income tax expense | $ 7,032 | $ 298 | $ 10,789 | $ (16,290) |
Effective income tax rate | 30.70% | 1.70% | 27.10% | (53.60%) |
Statutory U.S. income tax rate | 35.00% | |||
Accrual recorded for the TAOS litigation | $ 81,100 | $ 81,100 | ||
Estimated future tax benefit | $ 1,200 | |||
Net tax benefit related to reserves for uncertain tax position | $ 27,700 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) $ in Millions | Jul. 19, 2016 | Sep. 30, 2016 | Jan. 01, 2016 |
Debt Instrument [Line Items] | |||
Outstanding letters of credit | $ 1.1 | $ 1.3 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Term of credit facility | 5 years | ||
Credit facility maximum borrowing capacity | $ 325 | ||
Debt instrument maturity date | Sep. 1, 2016 | ||
Credit facility outstanding borrowings | $ 0 | ||
Amended Facility [Member] | |||
Debt Instrument [Line Items] | |||
Term of credit facility | 5 years | ||
Credit facility maximum borrowing capacity | $ 225 | $ 50 | |
Debt instrument maturity date | Jul. 19, 2021 | ||
Credit facility outstanding borrowings | $ 0 | ||
Swing Line Loans [Member] | Amended Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility maximum borrowing capacity | 30 | ||
Multicurrency Borrowings [Member] | Amended Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility maximum borrowing capacity | $ 70 |
Common Stock And Dividends (Nar
Common Stock And Dividends (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |||
Oct. 24, 2016 | Sep. 30, 2016 | Oct. 02, 2015 | Jul. 31, 2016 | Apr. 30, 2016 | |
Dividends Payable [Line Items] | |||||
Dividends declared and payable, amount per share | $ 0.12 | $ 0.12 | |||
Common stock dividends cash paid | $ 51.2 | $ 48.9 | |||
Subsequent Event [Member] | |||||
Dividends Payable [Line Items] | |||||
Dividends declared and payable, amount per share | $ 0.12 | ||||
Dividend payable date | Nov. 28, 2016 | ||||
Dividend record date | Nov. 15, 2016 |
Common Stock And Dividends (Sha
Common Stock And Dividends (Share Activity For Class A Common Stock) (Details) | 9 Months Ended |
Sep. 30, 2016shares | |
Common Stock And Dividends [Abstract] | |
Beginning balance | 132,728,391 |
Shares issued under stock plans, net of shares withheld for taxes | 3,963,000 |
Ending balance | 136,690,919 |
Equity-Based Compensation (Summ
Equity-Based Compensation (Summary Of Weighted-Average Fair Value Compensation Cost Per Share Of Awards Granted) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 02, 2015 | |
Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average fair value compensation cost per share of Awards | $ 13.86 | $ 11.26 |
Equity-Based Compensation (Equi
Equity-Based Compensation (Equity Based Compensation Summary) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jan. 01, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares, Outstanding, Beginning balance | 4,013,000 | ||
Shares, Exercised | [1] | (2,198,000) | |
Shares, Canceled | (120,000) | ||
Shares, Outstanding, Ending balance | 1,695,000 | 4,013,000 | |
Shares, Exercisable/vested | [1] | 1,619,000 | |
Shares, Vested and expected to vest | 1,695,000 | ||
Options, Weighted-average price (per share), Outstanding, beginning balance | $ 12.02 | ||
Options, Weighted-average price (per share), Exercised | [1] | 12.01 | |
Options, Weighted-average price (per share), Canceled | 16.30 | ||
Options, Weighted-average price (per share), Outstanding, ending balance | 11.72 | $ 12.02 | |
Options, Weighted-average price (per share), Exercisable/vested | [1] | 11.67 | |
Options, Weighted-average price (per share), Vested and expected to vest | $ 11.72 | ||
Options, Weighted-average remaining contract lives (in years), Outstanding | 2 years 2 months 12 days | 2 years 2 months 12 days | |
Options, Weighted-average remaining contract lives (in years), Exercised | [1] | 1 year | |
Options, Weighted-average remaining contract lives (in years), Canceled | 2 months 12 days | ||
Options, Weighted-average remaining contract lives (in years), Exercisable/vested | [1] | 2 years | |
Options, Weighted-average remaining contract lives (in years), Vested and expected to vest | 2 years 2 months 12 days | ||
Awards, Shares, Outstanding, Beginning balance | 5,509,000 | ||
Awards, Shares, Granted | [2] | 2,008,000 | |
Awards, Shares, Exercised | [1] | (1,932,000) | |
Awards, Shares, Canceled | (463,000) | ||
Awards, Shares, Outstanding, Ending Balance | 5,122,000 | 5,509,000 | |
Awards, Shares, Exercisable/Vested | [1] | 121,000 | |
Awards, Shares, Vested and expected to vest | 5,122,000 | ||
Aggregate intrinsic value, Outstanding balance | $ 129,623 | $ 75,432 | |
Aggregate intrinsic value, Exercisable/vested | [1] | 19,264 | |
Aggregate intrinsic value, Vested and expected to vest | 129,623 | ||
Aggregate unrecognized compensation cost, Outstanding | $ 33,897 | $ 29,042 | |
MSU Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued under plan | 345,543 | ||
Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards, Shares, Exercisable/Vested | 121,000 | ||
[1] | Awards exercised are those that are fully vested and have been delivered to the recipients as a taxable event due to an elected deferral, available in the case of deferred stock units. Deferred stock units for which the deferral is elected timely are vested but still outstanding as Awards. Total un-issued shares related to deferred stock units as of September 30, 2016 were 121,000 shares as shown in the Awards column as Exercisable/vested. | ||
[2] | Grants include 345,543 MSU Awards issued during the three quarters ended September 30, 2016. |
Equity-Based Compensation (Eq39
Equity-Based Compensation (Equity-Based Compensation, Additional Disclosures) (Details) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Oct. 02, 2015 | |
Equity-Based Compensation [Abstract] | ||
Shares issued under the employee stock purchase plan | 396 | 537 |
Aggregate intrinsic value of stock options exercised | $ 8,484 | $ 1,919 |
Equity-Based Compensation (Eq40
Equity-Based Compensation (Equity-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Oct. 02, 2015 | Sep. 30, 2016 | Oct. 02, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | $ 5,563 | $ 5,565 | $ 20,167 | $ 18,010 |
Options [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 9 | 90 | 57 | 574 |
Awards [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 5,342 | 5,250 | 19,389 | 16,613 |
Employee Stock Purchase Plan [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 212 | 225 | 721 | 823 |
Cost of Revenue [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 207 | 304 | 949 | 1,132 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 2,779 | 2,390 | 9,716 | 7,799 |
Selling, General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | $ 2,577 | $ 2,871 | $ 9,502 | $ 9,079 |
Equity-Based Compensation (Mark
Equity-Based Compensation (Market Based Grants) (Details) shares in Thousands, $ in Thousands | Sep. 30, 2016USD ($)shares |
Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market-based units outstanding | 961 |
Maximum shares that could be issued assuming the highest level of performance | 2,163 |
Market-based shares expected to vest / vested | 1,371 |
Amount to be recognized as compensation cost over the performance period | $ | $ 3,410 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grants participants may receive from original grant | 0.00% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grants participants may receive from original grant | 300.00% |
Earnings (Loss) Per Share (Comp
Earnings (Loss) Per Share (Computation of Basic And Diluted Earnings (Loss) Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Oct. 02, 2015 | Sep. 30, 2016 | Oct. 02, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) to common stockholders | $ 15,883 | $ 16,984 | $ 29,023 | $ (14,116) |
Denominator for basic earnings per share—weighted average common shares | 135,908 | 132,133 | 134,617 | 131,521 |
Effect of stock options and awards | 2,852 | 312 | 2,051 | |
Denominator for diluted earnings per share—adjusted weighted average common shares | 138,760 | 132,445 | 136,668 | 131,521 |
Earnings per share, Basic | $ 0.12 | $ 0.13 | $ 0.22 | $ (0.11) |
Earnings per share, Diluted | $ 0.11 | $ 0.13 | $ 0.21 | $ (0.11) |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares not included in the above calculations | 3,405 | 1,083 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016segment | |
Segment Information [Abstract] | |
Number of reportable segments | 1 |
Legal Matters And Indemnifica44
Legal Matters And Indemnifications (Narrative) (Details) $ in Thousands | Jun. 09, 2016USD ($) | Sep. 28, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 16, 2014USD ($)item | Apr. 04, 2014USD ($) | Oct. 04, 2013USD ($) | Apr. 03, 2015USD ($) | Sep. 30, 2016USD ($)itemclaim | Oct. 02, 2015USD ($) |
Loss Contingencies [Line Items] | ||||||||||
Provision for the TAOS litigation | $ 1,255 | $ 81,100 | ||||||||
TAOS [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of claims in favor of TAOS | claim | 4 | |||||||||
Lawsuit filed by TAOS, date | November 25, 2008 | |||||||||
Provision for the TAOS litigation | $ 81,100 | |||||||||
Consent Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Agreement term with DTCC | 2 years | |||||||||
Charge recorded from legal matters | $ 4,000 | $ 6,000 | ||||||||
Consent Agreement [Member] | Civil Penality [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Accrual for loss contingency | $ 10,000 | |||||||||
Number of installments to settle legal payment | item | 2 | |||||||||
Consent Agreement [Member] | Suspended And Eligible For Offset Credit [Member] | Civil Penality [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Accrual for loss contingency | $ 4,000 | |||||||||
Consent Agreement [Member] | Not Subject To Suspension [Member] | Civil Penality [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Accrual for loss contingency | $ 6,000 | |||||||||
Payments for legal matters | $ 3,000 | $ 3,000 | ||||||||
Pending Litigation [Member] | TECTVT [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Loss contingency damage awarded value | $ 18,500 | |||||||||
Loss contingency damage sought value | $ 200,000 | |||||||||
Pending Litigation [Member] | New Claimnants Filed New but Related Lawsuit [Member] | TECTVT [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Loss contingency damage sought value | $ 225,000 | |||||||||
Loss contingency number of claimants | item | 1,147 | |||||||||
Pending Litigation [Member] | Costs Related To Defending Lawsuit [Member] | TECTVT [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Loss contingency damage sought value | 11,200 | |||||||||
Pending Litigation [Member] | Costs Related To Remediation [Member] | TECTVT [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Loss contingency damage sought value | $ 15,900 | |||||||||
Final Judgment [Member] | TAOS [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Increase in accrual amount to account for attorney fees | $ 1,300 | |||||||||
Final Judgment [Member] | TAOS [Member] | Patent Infringement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Loss contingency damage awarded value | $ 77,300 |
Assets Held For Sale And Rest45
Assets Held For Sale And Restructuring And Related Costs (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jul. 01, 2016 | Sep. 30, 2016 | Oct. 02, 2015 | |
Restructuring and Related Cost [Abstract] | |||
Gain (loss) on disposal of property, plant and equipment | $ (50) | $ (16) | |
Advance received for planned disposition of 200mm line | $ 2,422 | ||
200mm Line [Member] | |||
Restructuring and Related Cost [Abstract] | |||
Investment period | 4 years | ||
Impairment of fixed assets held for use | $ 9,900 | ||
Impairment of other assets with no alternative use | 1,000 | ||
Long lived assets classified as assets held-for-sale | $ 4,900 | ||
Severance and other employee benefit costs | $ 2,500 | ||
Gain (loss) on disposal of property, plant and equipment | 0 | ||
Advance received for planned disposition of 200mm line | $ 2,500 |