Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 28, 2015 | |
Entity Information [Line Items] | ||
Entity Registrant Name | INTERDIGITAL, INC. | |
Entity Central Index Key | 1,405,495 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 35,913,909 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 507,036 | $ 428,567 |
Short-term investments | 400,559 | 275,361 |
Accounts receivable, less allowances of $1,750 | 108,717 | 51,702 |
Deferred tax assets | 68,409 | 54,019 |
Prepaid and other current assets | 32,473 | 32,227 |
Total current assets | 1,117,194 | 841,876 |
NON-CURRENT ASSETS: | ||
PROPERTY AND EQUIPMENT, NET | 11,479 | 12,546 |
PATENTS, NET | 259,704 | 265,540 |
DEFERRED TAX ASSETS | 71,940 | 71,783 |
OTHER NON-CURRENT ASSETS, NET | 805 | 1,217 |
Total non-current assets | 343,928 | 351,086 |
TOTAL ASSETS | 1,461,122 | 1,192,962 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt | 221,607 | 0 |
Accounts payable | 12,201 | 34,654 |
Accrued compensation and related expenses | 13,799 | 27,089 |
Taxes payable | 14,405 | 0 |
Dividend payable | 7,243 | 7,456 |
Other accrued expenses | 18,900 | 11,275 |
Total current liabilities | 398,353 | 205,169 |
LONG-TERM DEBT | 253,593 | 216,206 |
NON-CURRENT LIABILITIES | ||
LONG-TERM DEFERRED REVENUE | 312,592 | 293,342 |
OTHER LONG-TERM LIABILITIES | 3,753 | 2,568 |
TOTAL LIABILITIES | 968,291 | 717,285 |
SHAREHOLDERS’ EQUITY: | ||
Preferred Stock, $0.10 par value, 0 and 14,399 shares authorized 0 shares issued and outstanding | 0 | 0 |
Common Stock, $0.01 par value, 100,000 shares authorized, 69,350 and 69,118 shares issued and 40,490 and 45,548 shares outstanding | 701 | 698 |
Additional paid-in capital | 653,892 | 614,162 |
Retained earnings | 803,864 | 757,050 |
Accumulated other comprehensive income | 126 | 118 |
Stockholders' Equity before Treasury Stock | 1,458,583 | 1,372,028 |
Treasury stock, 25,957 and 23,570 shares of common held at cost | 974,272 | 903,700 |
Total shareholders’ equity | 484,311 | 468,328 |
Noncontrolling Interest in Variable Interest Entity | 8,520 | 7,349 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 492,831 | 475,677 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,461,122 | $ 1,192,962 |
Balance Sheet Parenthetical (Pa
Balance Sheet Parenthetical (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 1,654 | $ 1,654 |
Common stock, par value | $ 0.01 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 70,118,000 | 69,800,000 |
Common stock, shares outstanding | 35,921,000 | 36,920,000 |
Preferred stock, par value | $ 0.10 | |
Preferred stock, shares authorized | 14,399,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Treasury stock, 33,832 and 32,880 shares of common held at cost | 34,197,000 | 32,880,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) Statement - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Patent licensing royalties | $ 116,622 | $ 192,088 | $ 225,595 | $ 246,362 |
Technology solutions | 1,929 | 2,146 | 3,334 | 5,716 |
REVENUES | 118,551 | 194,234 | 228,929 | 252,078 |
OPERATING EXPENSES: | ||||
Patent administration and licensing | 31,212 | 31,272 | 62,837 | 64,966 |
Development | 18,326 | 22,901 | 36,317 | 38,788 |
Selling, general and administrative | 10,435 | 11,689 | 19,953 | 19,993 |
Total Operating Expenses | 59,973 | 65,862 | 119,107 | 123,747 |
Income from operations | 58,578 | 128,372 | 109,822 | 128,331 |
OTHER INCOME: | ||||
Interest and investment income, net | (7,746) | (3,602) | (12,982) | (7,566) |
Income before income taxes | 50,832 | 124,770 | 96,840 | 120,765 |
INCOME TAX PROVISION | (18,877) | (46,658) | (36,553) | (45,208) |
NET INCOME | 32,602 | 78,901 | 61,667 | 77,040 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 31,955 | 78,112 | 60,287 | 75,557 |
Net Income (Loss) Attributable to Noncontrolling Interest | $ (647) | $ (789) | $ (1,380) | $ (1,483) |
NET INCOME PER COMMON SHARE — BASIC | $ 0.91 | $ 1.95 | $ 1.69 | $ 1.90 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — BASIC | 36,022 | 40,443 | 36,486 | 40,444 |
NET INCOME PER COMMON SHARE — DILUTED | $ 0.89 | $ 1.93 | $ 1.67 | $ 1.90 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — DILUTED | 36,442 | 40,822 | 36,883 | 40,643 |
CASH DIVIDEND DECLARED PER COMMON SHARE | $ 0.20 | $ 0.20 | $ 0.40 | $ 0.30 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Other Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 31,955 | $ 78,112 | $ 60,287 | $ 75,557 |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 13 | 770 | 8 | 382 |
Comprehensive (loss) income | 31,968 | 78,882 | 60,295 | 75,939 |
Net Income (Loss) Attributable to Noncontrolling Interest | (647) | (789) | (1,380) | (1,483) |
Total comprehensive income | $ 32,615 | $ 79,671 | $ 61,675 | $ 77,422 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) Statement - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Interest Paid | $ 2,875 | $ 2,875 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 60,287 | 75,557 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 23,423 | 18,372 |
Amortization of deferred financing fees and accretion of debt discount | 9,300 | 5,085 |
Deferred revenue recognized | (86,022) | (74,336) |
Increase (Decrease) in deferred revenue | 90,776 | 256,859 |
Deferred income taxes | (14,547) | (14,899) |
Share-based Compensation | 6,299 | 9,721 |
Other | 631 | 288 |
Decrease (increase) in assets: | ||
Receivables | (57,015) | (268,505) |
Other current assets | (458) | (3,191) |
Increase (decrease) in liabilities: | ||
Accounts payable | (1,453) | (12,443) |
Other accrued expenses | (18,582) | 283 |
Accrued taxes payable | 14,427 | 37,490 |
Net cash provided by operating activities | 27,066 | 30,281 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of short-term investments | (259,468) | (263,395) |
Sales of short-term investments | 134,286 | 174,742 |
Purchases of property and equipment | (1,329) | (1,466) |
Capitalized patent costs | (16,191) | (17,112) |
Acquisition of patents | (20,000) | (25,275) |
Net cash used in investing activities | (162,702) | (132,506) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Noncontrolling Interest, Increase from Business Combination | 2,551 | 2,550 |
Proceeds from (Payments for) Other Financing Activities | 4,500 | 0 |
Net proceeds from exercise of stock options | 26 | 353 |
Proceeds from issuance of convertible senior notes | 316,000 | 0 |
Payments for Hedge, Financing Activities | (59,376) | 0 |
Proceeds from Issuance of Warrants | 42,881 | 0 |
Payments of Debt Issuance Costs | (9,403) | 0 |
Dividends paid | (14,665) | (8,088) |
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities | 2,163 | 1,196 |
Repurchase of common stock | (70,572) | (8,454) |
Net cash provided (used) by financing activities | 214,105 | (12,443) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 78,469 | (114,668) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 428,567 | 497,714 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 507,036 | 383,046 |
Income Taxes Paid | 36,764 | 22,823 |
Dividend payable | 7,243 | |
Accrued capitalized patent costs and acquisition of patents | 421 | 21,034 |
Payments for Purchase of Other Assets | $ 0 | $ 19,250 |
Significant Accounting Policies
Significant Accounting Policies (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | BASIS OF PRESENTATION: In the opinion of management, the accompanying unaudited, condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position of InterDigital, Inc. (individually and/or collectively with its subsidiaries referred to as “InterDigital,” the “Company,” “we,” “us” or “our,” unless otherwise indicated) as of June 30, 2015 , and the results of our operations for the three and six months ended June 30, 2015 and 2014 and our cash flows for the six months June 30, 2015 and 2014 . The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, accordingly, do not include all of the detailed schedules, information and notes necessary to state fairly the financial condition, results of operations and cash flows in conformity with generally accepted accounting principles (“GAAP”). The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP for year-end financial statements. Therefore, these financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (our “2014 Form 10-K ”) as filed with the Securities and Exchange Commission (“SEC”) on February 19, 2015. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. We have one reportable segment. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Change in Accounting Policies There have been no material changes or updates in our existing accounting policies from the disclosures included in our 2014 Form 10-K except as stated below in "New Accounting Guidance." Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year presentation. New Accounting Guidance Accounting Standards Update: Debt issuance costs In March 2015, as part of their simplification initiative, the Financial Accounting Standards Board ("FASB") issued amendments to guidance for reporting debt issuance costs. According to the revised standard, an entity will recognize debt issuance costs as a direct deduction from the debt liability as opposed to an asset. The costs will continue to be amortized and included within interest expense in the entity's financial statements. The guidance is effective for interim and annual periods beginning on or after December 15, 2015 but early adoption is permitted. The Company has elected to early adopt this guidance effective first quarter 2015 and we have retrospectively applied the change within our Consolidated Balance Sheets included in this Quarterly Report on Form 10-Q. The impact of this change to our December 31, 2014 balance sheet was reductions of $1.3 million and $0.3 million to Prepaid and other current assets and Other non-current assets, respectively, and $1.6 million to Long-term debt. See Note 8, “Long-Term Debt” for further information on our debt issuance costs. Accounting Standards Update: Consolidation In February 2015, the FASB issued ASU No. 2015-2, “Consolidation (Topic 820): Amendments to the Consolidation Analysis.” ASU 2015-2 provides a revised consolidation model for all reporting entities to use in evaluating whether they should consolidate certain legal entities. All legal entities will be subject to reevaluation under this revised consolidation model. The revised consolidation model, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entities are voting interest entities, or VIEs, (ii) eliminates the presumption that a general partner should consolidate a limited partnership and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. ASU 2015-2 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2015. We are still evaluating what impact, if any, this ASU will have on the Company’s consolidated financial position, results of operations or cash flows. Accounting Standards Update: Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2017 (early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods). The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method. We are currently evaluating the effect that adopting this guidance will have on the Company's financial position, results of operations or cash flows. |
Significant Agreements Signific
Significant Agreements Significant Agreements (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Significant Agreements [Text Block] | 2. SALE-LEASEBACK: During second quarter 2015, we sold our facility in King of Prussia, Pennsylvania, to a third party and entered into a limited leaseback arrangement for a period not to exceed one year, for net consideration of $4.5 million . The carrying amount of the assets to be sold is $1.3 million as of June 30, 2015, and is still included within Property and Equipment. The gain related to the sale will be recorded within Other Income in our Consolidated Statements of Operations, and the assets sold will be removed from Property and Equipment, at the completion of the lease term. |
Income Taxes (Notes)
Income Taxes (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Contingency [Line Items] | |
Income Tax Disclosure [Text Block] | 3. INCOME TAXES: In first half 2015 , our effective tax rate was approximately 37.7% as compared to 37.4% during first half 2014 , based on the statutory federal tax rate net of discrete federal and state taxes. The increase in the effective tax rate related to certain expenses that are not deductible for tax purposes. During first half 2015 and 2014 , we paid approximately $24.0 million and $14.1 million , respectively, of foreign source withholding tax. Additionally, as of June 30, 2015, included within our taxes payable and deferred tax asset balances was $14.4 million of foreign source withholding tax and the associated foreign tax credit that we expect to utilize to offset future U.S. federal income taxes. This balance is related to a receivable from foreign licensees. During first half 2015, the Company settled an outstanding audit and, in connection with this settlement, paid $0.3 million in taxes and related interest. |
Net Income Per Share (Notes)
Net Income Per Share (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
NET INCOME PER SHARE: [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | NET INCOME PER SHARE: Basic Earnings Per Share ("EPS") is calculated by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if options or other securities with features that could result in the issuance of common stock were exercised or converted to common stock. The following tables reconcile the numerator and the denominator of the basic and diluted net income per share computation (in thousands, except for per share data): For the Three Months Ended June 30, 2015 2014 Basic Diluted Basic Diluted Numerator: Net income applicable to InterDigital, Inc. $ 32,602 $ 32,602 $ 78,901 $ 78,901 Denominator: Weighted-average shares outstanding: Basic 36,022 36,022 40,443 40,443 Dilutive effect of stock options, RSUs, convertible securities, and warrants 420 379 Weighted-average shares outstanding: Diluted 36,442 40,822 Earnings Per Share: Net income: Basic $ 0.91 $ 0.91 $ 1.95 $ 1.95 Dilutive effect of stock options, RSUs, convertible securities, and warrants (0.02 ) (0.02 ) Net income: Diluted $ 0.89 $ 1.93 For the Six Months Ended June 30, 2015 2014 Basic Diluted Basic Diluted Numerator: Net income applicable to InterDigital, Inc. $ 61,667 $ 61,667 $ 77,040 $ 77,040 Denominator: Weighted-average shares outstanding: Basic 36,486 36,486 40,444 40,444 Dilutive effect of stock options, RSUs, convertible securities, and warrants 397 199 Weighted-average shares outstanding: Diluted 36,883 40,643 Earnings Per Share: Net income: Basic $ 1.69 $ 1.69 $ 1.90 $ 1.90 Dilutive effect of stock options, RSUs, convertible securities, and warrants (0.02 ) — Net income: Diluted $ 1.67 $ 1.90 Certain shares of common stock issuable upon the exercise or conversion of certain securities have been excluded from our computation of earnings per share because the strike price or conversion rate, as applicable, of such securities was less than the average market price of our common stock for the three and/or six month periods ended June 30, 2015 and/or June 30, 2014, as applicable, and, as a result, the effect of such exercise or conversion would have been anti-dilutive. Set forth below are the securities and the weighted average number of shares of common stock underlying such securities that were excluded from our computation of earnings per share for the periods presented (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2015 2014 2015 2014 Restricted Stock Units — 10 2 3 Stock options 94 213 56 160 Convertible securities 4,366 4,130 6,803 4,130 Warrants 8,496 4,130 6,808 4,130 Total 12,956 8,483 13,669 8,423 For the Three Months Ended June 30, 2015 2014 Basic Diluted Basic Diluted Numerator: Net income applicable to InterDigital, Inc. $ 32,602 $ 32,602 $ 78,901 $ 78,901 Denominator: Weighted-average shares outstanding: Basic 36,022 36,022 40,443 40,443 Dilutive effect of stock options, RSUs, convertible securities, and warrants 420 379 Weighted-average shares outstanding: Diluted 36,442 40,822 Earnings Per Share: Net income: Basic $ 0.91 $ 0.91 $ 1.95 $ 1.95 Dilutive effect of stock options, RSUs, convertible securities, and warrants (0.02 ) (0.02 ) Net income: Diluted $ 0.89 $ 1.93 For the Six Months Ended June 30, 2015 2014 Basic Diluted Basic Diluted Numerator: Net income applicable to InterDigital, Inc. $ 61,667 $ 61,667 $ 77,040 $ 77,040 Denominator: Weighted-average shares outstanding: Basic 36,486 36,486 40,444 40,444 Dilutive effect of stock options, RSUs, convertible securities, and warrants 397 199 Weighted-average shares outstanding: Diluted 36,883 40,643 Earnings Per Share: Net income: Basic $ 1.69 $ 1.69 $ 1.90 $ 1.90 Dilutive effect of stock options, RSUs, convertible securities, and warrants (0.02 ) — Net income: Diluted $ 1.67 $ 1.90 |
Litigation and Legal Proceeding
Litigation and Legal Proceedings (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
LITIGATION AND LEGAL PROCEEDINGS [Abstract] | |
Legal Matters and Contingencies [Text Block] | 5. LITIGATION AND LEGAL PROCEEDINGS : Nokia and ZTE 2013 USITC Proceeding (337-TA-868) and Related Delaware District Court Proceedings USITC Proceeding (337-TA-868) On January 2, 2013, the Company's wholly owned subsidiaries InterDigital Communications, Inc., InterDigital Technology Corporation, IPR Licensing, Inc. and InterDigital Holdings, Inc. filed a complaint with the United States International Trade Commission (the “USITC” or “Commission”) against Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. and Samsung Telecommunications America, LLC, Nokia Corporation and Nokia Inc., Huawei Technologies Co., Ltd., Huawei Device USA, Inc. and FutureWei Technologies, Inc. d/b/a Huawei Technologies (USA) and ZTE Corporation and ZTE (USA) Inc. (collectively, the “337-TA-868 Respondents”), alleging violations of Section 337 of the Tariff Act of 1930 in that they engaged in unfair trade practices by selling for importation into the United States, importing into the United States and/or selling after importation into the United States certain 3G and 4G wireless devices (including WCDMA-, cdma2000- and LTE-capable mobile phones, USB sticks, mobile hotspots, laptop computers and tablets and components of such devices) that infringe one or more of up to seven of InterDigital's U.S. patents. The complaint also extends to certain WCDMA and cdma2000 devices incorporating Wi-Fi functionality. InterDigital's complaint with the USITC seeks an exclusion order that would bar from entry into the United States infringing 3G or 4G wireless devices (and components), including LTE devices, that are imported by or on behalf of the 337-TA-868 Respondents, and also seeks a cease-and-desist order to bar further sales of infringing products that have already been imported into the United States. Certain of the asserted patents have been asserted against Nokia, Huawei and ZTE in earlier pending USITC proceedings (including the Nokia, Huawei and ZTE 2011 USITC Proceeding (337-TA-800) and the Nokia 2007 USITC Proceeding (337-TA-613), as set forth below) and therefore are not being asserted against those 337-TA-868 Respondents in this investigation. On February 21, 2013, each 337-TA-868 Respondent filed their respective responses to the complaint. On February 6, 2013, the Administrative Law Judge (“ALJ”) overseeing the proceeding issued an order setting a target date of June 4, 2014 for the Commission's final determination in the investigation, with the ALJ's Initial Determination on alleged violation due on February 4, 2014. On September 26, 2013, the ALJ issued an order modifying the procedural schedule and extending the target date for completion of the investigation. The ALJ set new dates for the evidentiary hearing of February 10 to February 21, 2014, moved the due date for the ALJ’s Final Initial Determination (“ID”) to April 25, 2014 and extended the target date for the Commission’s completion of the investigation to August 25, 2014. On October 18, 2013, the ALJ issued an order, in light of the 16-day federal government shutdown, modifying the date for the ALJ’s Final ID and extending the target date for completion of the investigation. The date for the ALJ's Final ID and the target date for the Commission’s final determination were set for May 12, 2014 and September 10, 2014, respectively. The trial dates were unchanged, and the trial commenced on February 10, 2014 and ended on February 20, 2014. On April 18, 2014, the ALJ issued an initial determination extending the target date for completion of the investigation by approximately one month to October 14, 2014, thereby moving the due date for the ALJ's final initial determination to June 13, 2014. On May 16, 2014, the Commission determined not to review the ALJ’s initial determination extending the target date. On February 21, 2013, Samsung moved for partial termination of the investigation as to six of the seven patents asserted against Samsung, alleging that Samsung was authorized to import the specific 3G or 4G devices that InterDigital relied on to form the basis of its complaint. InterDigital opposed this motion on March 4, 2013. On May 10, 2013, the ALJ denied Samsung’s motion for partial termination. On February 22, 2013, Huawei and ZTE moved to stay the investigation pending their respective requests to the United States District Court for the District of Delaware (described below) to set a fair, reasonable and non-discriminatory (“FRAND”) royalty rate for a license that covers the asserted patents, or in the alternative, until a Final Determination issues in the 337-TA-800 investigation. Nokia joined this motion on February 28, 2013, and InterDigital opposed it on March 6, 2013. Also, on March 6, 2013, Samsung responded to Huawei’s and ZTE’s motion, noting that it does not join their motion, but does not oppose the requested stay. On March 12, 2013, the ALJ denied Huawei’s and ZTE’s motion to stay the investigation. On March 13, 2013, InterDigital moved to amend the USITC complaint and notice of investigation to assert allegations of infringement of recently-issued U.S. Patent No. 8,380,244 (the “’244 patent”) by all 337-TA-868 Respondents. On March 25, 2013, the 337-TA-868 Respondents opposed InterDigital’s motion. On May 10, 2013, the ALJ denied InterDigital’s motion to amend the complaint. On July 18, 2013, Samsung moved to stay the 337-TA-868 investigation pending disposition by the Commission of the 337-TA-800 investigation, which was scheduled to be completed by December 19, 2013. InterDigital opposed that motion on July 29, 2013. On August 8, 2013, the ALJ denied the motion. On June 19, 2013, in an effort to streamline the evidentiary hearing and narrow the remaining issues, InterDigital filed an unopposed motion to partially terminate the investigation due to InterDigital’s withdrawal of over 30 collective claims from five of the seven asserted patents. The ALJ granted the motion on June 24, 2013. On August 22, 2013, InterDigital also filed an unopposed motion to partially terminate the investigation due to InterDigital’s withdrawal of eight collective claims from the other two asserted patents. The ALJ granted the motion on August 26, 2013. On December 6, 2013, Samsung moved for partial summary determination that Samsung does not infringe U.S. Patent No. 7,502,406 (the “’406 patent”). On January 15, 2014, InterDigital and Samsung submitted a joint stipulation in which the parties agreed to the termination of the ’406 patent from the Investigation in view of the USITC’s claim construction and determination in the 337-TA-800 investigation that the asserted claims of the ’406 patent were not infringed. On January 24, 2014, the ALJ issued an initial determination granting Samsung’s motion. On January 31, 2014, InterDigital petitioned the USITC for review of the initial determination terminating the 337-TA-868 investigation as to the ‘406 patent. On February 24, 2014, the Commission determined not to review the initial determination, making it a determination of the Commission. On April 14, 2014, InterDigital filed a petition for review of the Commission’s determination with the U.S. Court of Appeals for the Federal Circuit (the “Federal Circuit”). On December 6, 2013, Samsung moved for partial summary determination that certain of the asserted claims of U.S. Patent Nos. 7,190,966 (the “’966 patent”), 7,286,847 (the “’847 patent”), and 7,706, 830 (the “’830 patent”) are invalid for lack of sufficient written description. ZTE and Huawei joined Samsung’s motion on December 12, 2013. InterDigital opposed Samsung’s motion on December 18, 2013. On January 30, 2014, the ALJ denied the motion. On December 12, 2013, Samsung moved for partial summary determination that, in view of the Commission’s claim construction and determination in the 337-TA-800 investigation, it does not infringe the asserted claims of U.S. Patent No. 8,009,636 (the “’636 patent”), and the ’830, ’966, and ’847 patents. Huawei and ZTE joined Samsung’s motion on December 12, 2013 and December 13, 2013, respectively. InterDigital opposed Samsung’s motion on January 2, 2014. On February 5, 2014, the ALJ granted in part and denied in part the motion. Specifically, the ALJ granted the motion with respect to the ’830 and ’636 patents, and denied the motion with respect to the ’966 and ’847 patents. On February 14, 2014, InterDigital petitioned the USITC for review of the initial determination terminating the 337-TA-868 investigation as to the ’830 and ’636 Patents. On March 5, 2014, the Commission denied this petition. On April 14, 2014, InterDigital filed a petition for review of the Commission’s determination with the Federal Circuit. On December 12, 2013, Respondents moved for summary determination that InterDigital has failed to satisfy the technical prong of the domestic industry requirement with respect to U.S. Patent No. 7,941,151 (the “’151 patent”). InterDigital opposed the motion on January 2, 2014. On January 30, 2014, the ALJ denied the motion. On December 12, 2013, InterDigital moved for summary determination that Respondents infringe limitations of the asserted claims of the ’966 and ’847 patents. Respondents opposed the motion on January 2, 2014. InterDigital moved for leave to file a reply on January 16, 2014, and Respondents opposed InterDigital’s motion for leave on January 23, 2014. On January 30, 2014, the ALJ denied the motion. On December 12, 2013, InterDigital moved for summary determination that the ’151 patent is not unenforceable for inequitable conduct. Respondents opposed InterDigital’s motion on January 2, 2014. InterDigital moved for leave to file a reply on January 13, 2014, and Respondents opposed InterDigital’s motion for leave on January 16, 2014. On February 4, 2014, the ALJ denied the motion. On December 12, 2013, Samsung moved to terminate the investigation as to U.S. Patent No. 7,616,970 (the “’970 patent”) in view of the USITC’s determination in the 337-TA-800 investigation that the asserted claims of the ’970 patent are not valid. On January 6, 2014, InterDigital responded to this motion and stated that, subject to its objection to the Commission’s final determination in the 337-TA-800 investigation and reserving its right to appeal that determination, InterDigital acquiesced to the termination of the 337-TA-868 investigation as to the ’970 patent. On January 6, 2014, the Commission’s Office of Unfair Import Investigations responded in support of the underlying legal analysis but stated that it would not support the motion in the form of a motion to terminate. Samsung withdrew the motion to terminate and, on January 9, 2014, Samsung moved for partial summary determination of no violation of Section 337 as to the ‘970 patent in view of the USITC’s determination in the 337-TA-800 investigation that the asserted claims of the ’970 patent are not valid. On January 10, 2014, InterDigital responded to this motion and stated that, subject to its objection to the Commission’s final determination in the 337-TA-800 investigation and reserving its right to appeal that determination, InterDigital acquiesced to the termination of the 337-TA-868 investigation as to the ’970 patent. On January 15, 2014, the ALJ issued an initial determination finding that the ALJ is bound by the Commission’s determination in the 337-TA-800 investigation and granting Samsung’s motion. On January 27, 2014, InterDigital petitioned the USITC for review of the initial determination terminating the 337-TA-868 investigation as to the ’970 patent, and on February 11, 2014, the USITC denied this petition. On April 14, 2014, InterDigital filed a petition for review of the Commission’s determination with the Federal Circuit. On April 24, 2014, the Samsung Respondents filed an unopposed motion to intervene in the appeal filed with the Federal Circuit by InterDigital on April 14, 2014. The Federal Circuit granted Samsung’s unopposed motion on May 1, 2014. On May 13, 2014, InterDigital, the USITC and Samsung filed a joint motion to stay the appeal filed by InterDigital on April 14, 2014, pending resolution of the appeal of the 337-TA- 800 investigation, discussed below. The court granted the parties’ joint motion on May 30, 2014. On December 23, 2013, InterDigital and Huawei reached a settlement agreement to enter into binding arbitration to resolve their global patent licensing disputes (see "Huawei Arbitration" below). Pursuant to the settlement agreement, InterDigital and Huawei moved to dismiss all litigation matters pending between the parties except the action filed by Huawei in China to set a FRAND rate for the licensing of InterDigital’s Chinese standards-essential patents (discussed below under “Huawei China Proceedings”), the decision in which InterDigital is permitted to further appeal. On January 2, 2014, InterDigital and Huawei filed a joint motion to terminate the 337-TA-868 investigation as to the Huawei Respondents on the basis of this confidential settlement agreement between the parties. On the same day, InterDigital and Huawei also moved to stay the procedural schedule with respect to the Huawei Respondents pending the parties’ motion to terminate. On January 6, 2014, the ALJ granted the motion to stay, and on January 16, 2014, the ALJ granted the joint motion to terminate the 337-TA-868 investigation as to the Huawei Respondents. On February 12, 2014, the USITC determined not to review the initial determination terminating the Huawei Respondents from the 337-TA-868 investigation. From February 10 to February 20, 2014, ALJ Essex presided over the evidentiary hearing in this investigation. The patents in issue in this investigation as of the hearing were the '966 and '847 patents asserted against ZTE and Samsung, and the '151 patent asserted against ZTE, Samsung and Nokia. On March 7, 2014, InterDigital and Respondents filed opening post-hearing briefs. On March 21, 2014, InterDigital and Respondents filed reply post-hearing briefs. On June 3, 2014, InterDigital and Samsung filed a joint motion to terminate the investigation as to Samsung on the basis of settlement. The ALJ granted the joint motion by initial determination issued on June 9, 2014, and the USITC determined not to review the initial determination on June 30, 2014. On July 9, 2014, in view of the USITC’s termination of the 337-TA-868 investigation as to Samsung on the basis of settlement, InterDigital and Samsung jointly moved to dismiss the appeal of the 337-TA-868 investigation filed by InterDigital on April 14, 2014. The Federal Circuit granted the motion to dismiss the appeal on July 11, 2014. On June 13, 2014, the ALJ issued an Initial Determination (“ID”) in the 337-TA-868 investigation. In the ID, the ALJ found that no violation of Section 337 has occurred in connection with the importation of 3G/4G devices by ZTE or Nokia, on the basis that the accused devices do not infringe asserted claims 1-6, 8-9, 16-21 or 23-24 of the ’151 patent, claims 1, 3, 6, 8, 9, or 11 of the ’966 patent, or claims 3 or 5 of the ’847 patent. The ALJ also found that claim 16 of the ’151 patent was invalid as indefinite. In concluding that the accused devices do not infringe the asserted claims in the ’966 and ’847 “power ramp-up” patents, the ALJ’s decision hinged on the construction of one patent claim term (“successively transmits/transmitted signals”) related to a claim term that InterDigital believes the Commission misconstrued in its decision in the previous 337-TA-800 investigation regarding the same family of patents. As discussed below, InterDigital appealed that claim construction from the 337-TA-800 investigation to the Federal Circuit. On February 18, 2015, the Federal Circuit affirmed the Commission’s construction of the claim terms in the 337-TA-800 investigation. The ALJ also determined that, except for claim 16 of the ’151 patent, none of the asserted patents were invalid. The ALJ further determined that InterDigital did not violate any FRAND obligations, a conclusion also reached by the ALJ in the 337-TA-800 investigation, and that Respondents have engaged in patent “hold out.” Additionally, the ID recognized that both InterDigital’s licensing and research and development programs satisfy the “economic prong” of the Section 337 domestic industry requirement, confirming numerous prior rulings by the Commission in InterDigital USITC investigations as well as by the Federal Circuit in affirming the Commission’s domestic industry conclusions in the 337-TA-613 investigation. The ALJ found, however, that InterDigital did not establish the “technical prong” of the domestic industry requirement for the same reasons he concluded there was no infringement by the accused products. Finally, the ALJ recommended that, should the Commission find a violation of section 337, it should issue a cease and desist order against Nokia and an exclusion order directed to infringing products. The ALJ recommended, however, that the effective date of any exclusion order should be delayed by six months. On June 30, 2014, InterDigital filed a Petition for Review with the USITC seeking review and reversal of the ALJ’s conclusion that claim 16 of the ‘151 patent is invalid; that none of the asserted patents are infringed; that InterDigital did not establish the “technical prong” of the domestic industry requirement; and that the effective date of any exclusion order should be delayed by six months. On the same day, Respondents filed a Conditional Petition for Review urging alternative grounds for affirmance of the ID’s finding that Section 337 was not violated and a Conditional Petition for Review with respect to FRAND issues. On July 8, 2014, oppositions to the petitions were filed. On May 20, 2014, Nokia Corp. and Microsoft Mobile Oy (“MMO”) moved to substitute MMO for Nokia Corp. as a respondent in the investigation. On May 30, 2014, InterDigital responded in support of the motion as to the addition of MMO to the investigation but opposed the motion to the extent it sought termination of the investigation as to Nokia Corp. Nokia Corp. and MMO sought leave to reply in further support of their motion on June 3, 2014, which InterDigital opposed on June 5, 2014. By initial determination dated June 13, 2014, the ALJ granted the motion as to the addition of MMO as a respondent in the investigation but denied the motion as it related to termination of the investigation as to Nokia Corp. On June 23, 2014, Nokia Corp. and MMO petitioned the Commission for review of the initial determination to the extent it added MMO to the investigation but did not substitute MMO for Nokia Corp., which InterDigital opposed on June 30, 2014. On July 14, 2014, the Commission determined not to review this initial determination. On August 14, 2014, the Commission determined to review in part the June 13, 2014 ID and terminated the investigation with a finding of no violation. With respect to the ’966 and ’847 patents, the Commission determined not to review the ID’s construction of “successively transmitted signals”/”successively transmits signals,” and determined not to review the ID’s conclusion that, based on that construction, the accused products do not infringe and the domestic industry products do not practice the asserted claims of the ’966 and ’847 patents. The Commission also determined not to review the ID’s conclusion that claim 3 of the ’847 patent is not invalid for lack of written description. With respect to the ’151 patent, the Commission determined not to review the ID’s conclusion that the accused products do not infringe and the domestic industry products do not practice the “same physical downlink control channel” limitation of independent claims 1 and 16. The Commission also determined not to review the ID’s conclusion that claim 16 is invalid for indefiniteness. The Commission further determined to review the ID’s construction of “and to” in claim 16 of the ’151 patent, affording that term its plain and ordinary meaning. In view of that that construction, the Commission reversed the ID’s conclusion, which was based on the reversed claim construction, that claims 16-21 and 23-24 are not infringed. The Commission also determined to review the ID’s infringement analysis of the term “and if so” in claim 1 and, on review, took no position concerning whether the accused products practice the determining steps in sequence as required in claims 1-6 and 8-9. Except as noted above concerning whether the domestic industry products practice the asserted patents, the Commission took no position on the remaining domestic industry-related issues raised in the petitions for review. In addition, the Commission took no position on the FRAND issues raised by Respondents. On October 10, 2014, InterDigital filed a petition for review with the Federal Circuit, appealing the adverse determinations in the Commission’s August 8, 2014 final determination. On November 5, 2014, MMO and Nokia filed a motion for leave to intervene in the appeal. On November 6, 2014, ZTE also filed a motion for leave to intervene. The Federal Circuit granted both of these motions on November 7, 2014. On December 29, 2014, InterDigital and the USITC filed a joint unopposed motion to stay the appeal pending the Federal Circuit’s final disposition in the appeal of the 337-TA-800 investigation (described below). InterDigital also notified the court that it would not pursue its appeal of the Commission's determination as it relates to the '151 patent. The appeal is thus directed only to the '966 and '847 patents. The court granted the motion to stay on January 9, 2015. On June 2, 2015, InterDigital moved to voluntarily dismiss the Federal Circuit appeal, because, even if it were to prevail, it did not believe there would be sufficient time following the court’s decision and mandate for the USITC to complete its proceedings on remand such that the accused products would be excluded before the '966 and '847 patents expire in June 2016. The court granted the motion and dismissed the appeal on June 18, 2015. Related Delaware District Court Proceedings On January 2, 2013, the Company's wholly owned subsidiaries InterDigital Communications, Inc., InterDigital Technology Corporation, IPR Licensing, Inc. and InterDigital Holdings, Inc. filed four related district court actions in the United States District Court for the District of Delaware (the “Delaware District Court”) against the 337-TA-868 Respondents. These complaints allege that each of the defendants infringes the same patents with respect to the same products alleged in the complaint filed by InterDigital in USITC Proceeding (337-TA-868). The complaints seek permanent injunctions and compensatory damages in an amount to be determined, as well as enhanced damages based on willful infringement, and recovery of reasonable attorneys' fees and costs. On January 24, 2013, Huawei filed its answer and counterclaims to InterDigital's Delaware District Court complaint. Huawei asserted counterclaims for breach of contract, equitable estoppel, waiver of right to enjoin and declarations that InterDigital has not offered or granted Huawei licenses on FRAND terms, declarations seeking the determination of FRAND terms and declarations of noninfringement, invalidity and unenforceability of the asserted patents. In addition to the declaratory relief specified in its counterclaims, Huawei seeks specific performance of InterDigital's purported contracts with Huawei and standards-setting organizations, appropriate damages in an amount to be determined at trial, reasonable attorneys' fees and such other relief as the court may deem appropriate. On January 31, 2013, ZTE filed its answer and counterclaims to InterDigital's Delaware District Court complaint; ZTE asserted counterclaims for breach of contract, equitable estoppel, waiver of right to enjoin and declarations that InterDigital has not offered ZTE licenses on FRAND terms, declarations seeking the determination of FRAND terms and declarations of noninfringement, invalidity and unenforceability. In addition to the declaratory relief specified in its counterclaims, ZTE seeks specific performance of InterDigital's purported contracts with ZTE and standards-setting organizations, appropriate damages in an amount to be determined at trial, reasonable attorneys' fees and such other relief as the court may deem appropriate. On February 11, 2013, Huawei and ZTE filed motions to expedite discovery and trial on their FRAND-related counterclaims. Huawei sought a schedule for discovery and trial on its FRAND-related counterclaims that would afford Huawei the opportunity to accept a FRAND license rate at the earliest opportunity, and in any case before December 28, 2013. ZTE sought a trial on its FRAND-related counterclaims no later than November 2013. On March 14, 2013, those motions were denied. On February 28, 2013, Nokia filed its answer and counterclaims to InterDigital's Delaware District Court complaint, and then amended its answer and counterclaims on March 5, 2013. Nokia asserted counterclaims for breach of contract, breach of implied contract, unfair competition under Cal. Bus. & Prof. Code § 17200, equitable estoppel, a declaration setting FRAND terms and conditions, a declaration that InterDigital is estopped from seeking an exclusion order based on its U.S. declared-essential patents, a declaration of patent misuse, a declaration that InterDigital has failed to offer FRAND terms, a declaration that Nokia has an implied license to the asserted patents, and declarations of non-infringement, invalidity and unenforceability. In addition to the declaratory relief specified in its counterclaims, Nokia seeks an order that InterDigital specifically perform its purported contracts by not seeking a USITC exclusion order for its essential patents and by granting Nokia a license on FRAND terms and conditions, an injunction preventing InterDigital from participating in a USITC investigation based on essential patents, appropriate damages in an amount to be determined, including all attorney’s fees and costs spent in participating in all three USITC Investigations (337-TA-868, 337-TA-800 and 337-TA-613), and any other relief as the court may deem just and proper. On March 13, 2013, InterDigital filed an amended Delaware District Court complaint against Nokia and Samsung, respectively, to assert allegations of infringement of the recently issued '244 patent. On April 1, 2013, Nokia filed its answer and counterclaims to InterDigital’s amended Delaware District Court complaint. On April 24, 2013, Samsung filed its answer and a counterclaim to InterDigital's amended Delaware District Court complaint. Samsung asserted a counterclaim for breach of contract. Samsung seeks a judgment that InterDigital has breached its purported contractual commitments, a judgment that the asserted patents are not infringed, are invalid, and unenforceable, an order that InterDigital specifically perform its purported contractual commitments, damages in an amount to be determined, attorneys' fees, costs and expenses, and any other relief as the court may deem just and proper. On March 21, 2013, pursuant to stipulation, the Delaware District Court granted InterDigital leave to file an amended complaint against Huawei and ZTE, respectively, to assert allegations of infringement of the '244 patent. On March 22, 2013, Huawei and ZTE filed their respective answers and counterclaims to InterDigital’s amended Delaware District Court complaint. On April 9, 2013, InterDigital filed a motion to dismiss Huawei’s and ZTE’s counterclaims relating to their FRAND allegations. On April 22, 2013, InterDigital filed a motion to dismiss Nokia’s counterclaims relating to its FRAND allegations. On July 12, 2013, the Delaware District Court held a hearing on InterDigital’s motions to dismiss. By order issued the same day, the Delaware District Court granted InterDigital’s motions, dismissing counterclaims for equitable estoppel, implied license, waiver of the right to injunction or exclusionary relief, and violation of California Bus. & Prof. Code § 17200 with prejudice. It further dismissed the counterclaims for breach of contract and declaratory relief related to InterDigital’s FRAND commitments with leave to amend. In June 2013, the Delaware District Court set separate schedules for InterDigital’s cases against Nokia, Huawei and ZTE, on the one hand, and Samsung, on the other. On June 10, 2013, the court set a schedule in InterDigital’s case against Samsung that includes a trial beginning on June 15, 2015. On June 26, 2013, the court set a common pretrial schedule in InterDigital’s cases against Nokia, Huawei, and ZTE, along with separate trials beginning on the following days: September 8, 2014 for Nokia, October 6, 2014 for Huawei, and October 20, 2014 for ZTE. On August 6, 2013, Huawei, Nokia, and ZTE filed answers and amended counterclaims for breach of contract and for declaratory judgments seeking determination of FRAND terms. The counterclaims also continue to seek declarations of noninfringement, invalidity, and unenforceability. Nokia also continued to assert a counterclaim for a declaration of patent misuse. On August 30, 2013, InterDigital filed a motion to dismiss the declaratory judgment counterclaims relating to the request for determination of FRAND terms. On September 30, 2013, Huawei, Nokia, and ZTE filed their oppositions to this motion to dismiss. On October 17, 2013, InterDigital filed its reply. The motion was heard on November 26, 2013. On May 28, 2014, the court granted InterDigital’s motion and dismissed defendants’ FRAND-related declaratory judgment counterclaims, ruling that such declaratory judgments would serve no useful purpose. On December 30, 2013, InterDigital and Huawei filed a stipulation of dismissal on account of the confidential settlement agreement and agreement to arbitrate their disputes in this action. On the same day, the Delaware District Court granted the stipulation of dismissal. On February 11, 2014, the Delaware District Court judge granted an InterDigital, Nokia, and ZTE stipulated Amended Scheduling Order that bifurcated issues relating to damages, FRAND-related affirmative defenses, and any FRAND-related counterclaims. On January 5, 2015, the Delaware District Court entered a scheduling order for damages and FRAND-related issues, including trials tentatively scheduled for March 2016 with ZTE and April 2016 with MMO. On May 29, 2015, the court entered a new scheduling order for damages and FRAND-related issues due to changes in the schedule of the liability portion of the MMO proceedings (see below). This schedule sets target dates for trials related to damages and FRAND-related issues on October 17, 2016 for ZTE and November 14, 2016 for MMO. On March 12, 2014, the Delaware District Court judge held a claim construction hearing in the Nokia and ZTE cases. The court issued a claim construction opinion on April 22, 2014. As to the ’966 and ’847 patents asserted in the ZTE case (which patents are also in issue in the 337-TA-868 investigation and the related Samsung Delaware action, as well as in the 337-TA-613 investigation and the related stayed Delaware action, and are also related to the ’830 and ’636 patents in issue in the 337-TA-800 investigation and in the appeal of that investigation before the Federal Circuit as well as the related stayed Delaware action), the court adopted InterDigital’s proposed constructions for the three claim terms construed by the court. As to the ’151 patent asserted in both the Nokia and ZTE cases (which patent is also in issue in the 337-TA-868 investigation and the Samsung Delaware action) and the ’244 patent asserted in both the Nokia and ZTE cases (which patent is also in issue in the related Samsung Delaware action, and which is related to the ’970 patent asserted in each of the 337-TA-800 and 337-TA-868 investigations and in appeals of those investigations before the Federal Circuit), the court adopted certain constructions proposed by InterDigital, certain constructions proposed by Nokia and/or ZTE, and arrived at certain other constructions based on its own analysis. The court also ordered the parties to confer regarding which terms remain in dispute in light of the court’s opinion. The court’s claim constructions, which are not final and may be altered prior to the trials against ZTE and Nokia, may be considered and given weight by the USITC and its ALJs, as well as other courts, at their discretion. The court also found claim 16 of the asserted ’151 patent to be invalid as indefinite. InterDigital can appeal the cou |
Equity Transactions (Notes)
Equity Transactions (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
EQUITY TRANSACTIONS: [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 6. EQUITY TRANSACTIONS: Changes in shareholders’ equity for the six months ended June 30, 2015 and June 30, 2014 were as follows (in thousands): For the Six Months Ended June 30, 2015 2014 Balance beginning of period, December 31 $ 468,328 $ 528,650 Net income attributable to InterDigital, Inc. 61,667 77,040 Unrealized gain on investments, net 8 382 Cash dividends declared (14,475 ) (11,987 ) Repurchase of Common Stock (70,572 ) (8,454 ) Convertible note hedge transactions, net of tax (38,594 ) — Warrant transactions 42,881 — Equity component of the 2020 Notes, net of tax 38,567 — Deferred financing costs allocated to equity (2,430 ) — Exercise of common stock options 26 353 Taxes withheld upon restricted stock unit vestings (9,557 ) (2,814 ) Tax benefit from share-based compensation 2,163 1,196 Share-based compensation 6,299 9,721 Total InterDigital, Inc. shareholders’ equity end of period $ 484,311 $ 594,087 Noncontrolling Interest Balance beginning of period, December 31 7,349 5,170 Proceeds from noncontrolling interests 2,551 2,550 Net loss attributable to noncontrolling interest (1,380 ) (1,483 ) Noncontrolling interest 8,520 6,237 Total Equity end of period $ 492,831 $ 600,324 Repurchase of Common Stock In June 2014, our Board of Directors authorized a new $300 million share repurchase program (the “2014 Repurchase Program"), and in June 2015 our Board of Directors authorized a $100 million increase to the 2014 Repurchase Program, bringing the total amount of the program to $400 million . The Company may repurchase shares under the 2014 Repurchase Program through open market purchases, pre-arranged trading plans or privately negotiated purchases. The table below sets forth for the periods presented the number of shares repurchased and the dollar value of shares repurchased under the 2014 Repurchase Program, in thousands. 2014 Repurchase Program # of Shares Value 2015 a 1,317 $ 70,572 2014 3,554 152,625 Total 4,871 $ 223,197 a. Includes the repurchase of 0.8 million shares of our common stock at $53.61 per share, the closing price of the stock on March 5, 2015, from institutional investors through one of the initial purchasers and its affiliate, as our agent, concurrently with the pricing of the offering of the 2020 Notes (as defined below in Note 8, "Long-Term Debt"). Dividends Cash dividends on outstanding common stock declared in 2015 and 2014 were as follows (in thousands, except per share data): 2015 Per Share Total Cumulative by Fiscal Year First quarter $ 0.20 $ 7,232 $ 7,232 Second quarter 0.20 7,243 14,475 $ 0.40 $ 14,475 2014 Per Share Total Cumulative by Fiscal Year First quarter $ 0.10 $ 3,954 $ 3,954 Second quarter 0.20 8,033 11,987 Third quarter 0.20 7,666 19,653 Fourth quarter 0.20 7,500 27,153 $ 0.70 $ 27,153 In June 2014, we announced that our Board of Directors had approved a 100% increase in the Company's quarterly cash dividend, to $0.20 per share. We currently expect to continue to pay dividends comparable to our quarterly $0.20 per share cash dividend in the future; however, continued payment of cash dividends and changes in the Company's dividend policy will depend on the Company's earnings, financial condition, capital resources and capital requirements, alternative uses of capital, restrictions imposed by any existing debt, economic conditions and other factors considered relevant by our Board of Directors. Common Stock Warrants On March 29, 2011 and March 30, 2011, we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 3.5 million and approximately 0.5 million shares of our common stock, respectively. The warrants become exercisable in tranches starting in June 2016, and, as of June 30, 2015, had a strike price of $64.09. Effective July 6, 2015, the warrants have a strike price of $63.44 per share, as adjusted. In consideration for the warrants issued on March 29, 2011 and March 30, 2011, we received $27.6 million and $4.1 million , respectively, on April 4, 2011. On March 5 and March 9, 2015, we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 3.8 million and approximately 0.6 million shares of our common stock, respectively, at an initial strike price of approximately $88.46 per share. The warrants become exercisable in tranches starting in June 2020. As consideration for the warrants issued on March 5 and March 9, 2015,we received approximately $37.3 million and approximately $5.6 million , respectively. |
Concentration of Credit Risk an
Concentration of Credit Risk and Fair Value of Financial Assets and Liabilities (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES: [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block] | 7. CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES: Concentration of Credit Risk and Fair Value of Financial Instruments Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash equivalents, short-term investments, and accounts receivable. We place our cash equivalents and short-term investments only in highly rated financial instruments and in United States government instruments. Our accounts receivable are derived principally from patent license and technology solutions agreements. At June 30, 2015 and December 31, 2014, four licensees comprised 98% and three licensees comprised 94% , respectively, of our net accounts receivable balance. We perform ongoing credit evaluations of our licensees, who generally include large, multinational, wireless telecommunications equipment manufacturers. We believe that the book values of our financial instruments approximate their fair values. Fair Value Measurements Effective January 1, 2008, we adopted the provisions of the FASB fair value measurement guidance that relate to our financial assets and financial liabilities. We adopted the guidance related to non-financial assets and liabilities as of January 1, 2009. We use various valuation techniques and assumptions when measuring fair value of our assets and liabilities. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. This guidance established a hierarchy that prioritizes fair value measurements based on the types of input used for the various valuation techniques (market approach, income approach and cost approach). The levels of the hierarchy are described below: Level 1 Inputs — Level 1 includes financial instruments for which quoted market prices for identical instruments are available in active markets. Level 2 Inputs — Level 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets with insufficient volume or infrequent transactions (less active markets) or model-driven valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data, including market interest rate curves, referenced credit spreads and pre-payment rates. Level 3 Inputs — Level 3 includes financial instruments for which fair value is derived from valuation techniques including pricing models and discounted cash flow models in which one or more significant inputs are unobservable, including the Company’s own assumptions. The pricing models incorporate transaction details such as contractual terms, maturity and, in certain instances, timing and amount of future cash flows, as well as assumptions related to liquidity and credit valuation adjustments of marketplace participants. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy. We use quoted market prices for similar assets to estimate the fair value of our Level 2 investments. Our financial assets are included within short-term investments on our condensed consolidated balance sheets, unless otherwise indicated. Our financial assets that are accounted for at fair value on a recurring basis are presented in the tables below as of June 30, 2015 and December 31, 2014 (in thousands): Fair Value as of June 30, 2015 Level 1 Level 2 Level 3 Total Assets: Money market and demand accounts (a) $ 357,090 $ — $ — $ 357,090 Commercial paper (b) — 300,004 — 300,004 U.S. government securities — 209,071 — 209,071 Corporate bonds, asset backed and other securities 593 40,837 — 41,430 $ 357,683 $ 549,912 $ — $ 907,595 ______________________________ (a) Included within cash and cash equivalents. (b) Includes $149.9 million of commercial paper that is included within cash and cash equivalents. Fair Value as of December 31, 2014 Level 1 Level 2 Level 3 Total Assets: Money market and demand accounts (a) $ 307,995 $ — $ — $ 307,995 Commercial paper (b) — 207,449 — 207,449 U.S. government securities — 151,618 — 151,618 Corporate bonds, asset backed and other securities 671 36,195 — 36,866 $ 308,666 $ 395,262 $ — $ 703,928 ______________________________ (a) Included within cash and cash equivalents. (b) Includes $120.6 million of commercial paper that is included within cash and cash equivalents. The principal amount, carrying value and related estimated fair value of the Company's senior convertible debt reported in the Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Principal Amount Carrying Value Fair Value Principal Amount Carrying Fair Value Total Long-Term Debt $ 546,000 $ 475,200 $ 576,736 $ 230,000 $ 216,206 $ 255,300 The aggregate fair value of the principal amount of the long-term debt (Level 2 Notes as defined in Note 8 " Long-Term Deb t") was calculated using inputs such as actual trade data, benchmark yields, broker/dealer quotes and other similar data, which were obtained from independent pricing vendors, quoted market prices or other sources. |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term Debt [Text Block] | LONG-TERM DEBT: 2016 Senior Convertible Notes, and related Note Hedge and Warrant Transactions In April 2011, we issued $230.0 million in aggregate principal amount of 2.50% Senior Convertible Notes due 2016 (the “2016 Notes”). The 2016 Notes bear interest at a rate of 2.50% per year, payable in cash on March 15 and September 15 of each year, and mature on March 15, 2016, unless earlier converted or repurchased. The 2016 Notes will be convertible into cash and, if applicable, shares of our common stock at a current conversion rate of 18.1426 shares of common stock per $1,000 principal amount of 2016 Notes (which is equivalent to a conversion price of approximately $55.12 per share), as adjusted as of July 6, 2015 pursuant to the terms of the Indenture for the 2016 Notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding December 15, 2015, the 2016 Notes will be convertible only under certain circumstances as set forth in the indenture to the 2016 Notes. Commencing on December 15, 2015, the 2016 Notes will be convertible in multiples of $1,000 principal amount, at any time prior to 5:00 p.m., New York City time, on the business day immediately preceding the maturity date of the 2016 Notes. Upon any conversion, the conversion obligation will be settled in cash up to, and including, the principal amount and, to the extent of any excess over the principal amount, in shares of our common stock. The Company may not redeem the 2016 Notes prior to their maturity date. On March 29 and March 30, 2011, in connection with the offering of the 2016 Notes, we entered into convertible note hedge transactions that cover, subject to customary anti-dilution adjustments, approximately 3.5 million and approximately 0.5 million shares of our common stock, respectively, at an initial strike price that corresponds to the initial conversion price of the 2016 Notes and are exercisable upon conversion of the 2016 Notes. On April 4, 2011, the Company paid $37.1 million and $5.6 million for the convertible note hedge transactions entered into on March 29 and March 30, 2011, respectively. The aggregate cost of the convertible note hedge transactions was $42.7 million . As described in more detail below, this cost was partially offset by the proceeds from the sale of the warrants described below. On March 29 and March 30, 2011, we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 3.5 million shares and approximately 0.5 million shares, respectively, of common stock. The warrants have a current strike price of $63.44 per share, as adjusted as of July 6, 2015 in connection with the above-referenced adjustment to the conversion rate of the 2016 Notes. The warrants become exercisable in tranches starting in June 2016. As consideration for the warrants issued on March 29 and March 30, 2011, we received, on April 4, 2011, $27.6 million and $4.1 million , respectively. Accounting Treatment of the 2016 Notes and related Convertible Note Hedge and Warrant Transactions The offering of the 2016 Notes on March 29, 2011 was for $200.0 million and included an overallotment option that allowed the initial purchaser to purchase up to an additional $30.0 million aggregate principal amount of 2016 Notes. The initial purchaser exercised its overallotment option on March 30, 2011, bringing the total amount of 2016 Notes issued on April 4, 2011 to $230.0 million . In connection with the offering of the 2016 Notes, as discussed above, InterDigital entered into convertible note hedge transactions with respect to its common stock. The $42.7 million cost of the convertible note hedge transactions was partially offset by the proceeds from the sale of the warrants described above, resulting in a net cost of $10.9 million . Existing accounting guidance provides that the March 29, 2011 convertible note hedge and warrant contracts be treated as derivative instruments for the period during which the initial purchaser's overallotment option was outstanding. Once the overallotment option was exercised on March 30, 2011, the March 29 convertible note hedge and warrant contracts were reclassified to equity, as the settlement terms of the Company's note hedge and warrant contracts both provide for net share settlement. There was no material net change in the value of these convertible note hedges and warrants during the one day they were classified as derivatives and the equity components of these instruments will not be adjusted for subsequent changes in fair value. Under current accounting guidance, the Company bifurcated the proceeds from the offering of the 2016 Notes between the liability and equity components of the debt. On the date of issuance, the liability and equity components were calculated to be approximately $187.0 million and $43.0 million , respectively. The initial $187.0 million liability component was determined based on the fair value of similar debt instruments excluding the conversion feature. The initial $43.0 million ( $28.0 million net of tax) equity component represents the difference between the fair value of the initial $187.0 million in debt and the $230.0 million of gross proceeds. The related initial debt discount of $43.0 million is being amortized using the effective interest method over the life of the 2016 Notes. An effective interest rate of 7% was used to calculate the debt discount on the 2016 Notes. In connection with the above-noted transactions, the Company incurred $8.0 million of directly related costs. The initial purchaser's transaction fees and related offering expenses were allocated to the liability and equity components of the debt in proportion to the allocation of proceeds and accounted for as debt issuance costs. We allocated $6.5 million of debt issuance costs to the liability component of the debt, which were capitalized as deferred financing costs. These costs are being amortized to interest expense over the term of the debt using the effective interest method. The remaining $1.5 million of costs allocated to the equity component of the debt were recorded as a reduction of the equity component of the debt. 2020 Senior Convertible Notes, and related Note Hedge and Warrant Transactions On March 11, 2015, we issued $316.0 million in aggregate principal amount of 1.50% Senior Convertible Notes due 2020 (the “2020 Notes”). The 2020 Notes bear interest at a rate of 1.50% per year, payable in cash on March 1 and September 1 of each year, commencing September 1, 2015, and mature on March 1, 2020, unless earlier converted or repurchased. The 2020 Notes will be convertible into cash, shares of our common stock or a combination thereof, at our election, at an initial conversion rate of 13.8172 shares of common stock per $1,000 principal amount of 2020 Notes (which is equivalent to an initial conversion price of approximately $72.37 per share). It is our current intent and policy to settle all conversions through combination settlement of cash and shares of common stock, with a specified dollar amount of $1,000 per $1,000 principal amount of the 2020 Notes and any remaining amounts in shares. Prior to 5:00 p.m., New York City time, on the business day immediately preceding December 1, 2019, the 2020 Notes will be convertible only under certain circumstances as set forth in the indenture to the 2020 Notes. Commencing on December 1, 2019, the 2020 Notes will be convertible in multiples of $1,000 principal amount, at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date of the 2020 Notes. The Company may not redeem the 2020 Notes prior to their maturity date. On March 5 and March 9, 2015, in connection with the offering of the 2020 Notes, we entered into convertible note hedge transactions that cover approximately 3.8 million and approximately 0.6 million shares of our common stock, respectively, at a strike price that corresponds initially to the initial conversion price of the 2020 Notes and are exercisable upon conversion of the 2020 Notes. The cost of the March 5 and March 9, 2015 convertible note hedge transactions was approximately $51.7 million and approximately $7.7 million , respectively. On March 5 and March 9, 2015, we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 3.8 million and approximately 0.6 million , respectively, of common stock at an initial strike price of approximately $88.46 per share. The warrants become exercisable in tranches starting in June 2020. As consideration for the warrants issued on March 5 and March 9, 2015, we received approximately $37.3 million and approximately $5.6 million , respectively. The Company also repurchased 0.8 million shares of our common stock at $53.61 per share, the closing price of the stock on March 5, 2015, from institutional investors through one of the initial purchasers and its affiliate, as our agent, concurrently with the pricing of the offering of the 2020 Notes. Accounting Treatment of the 2020 Notes and related Convertible Note Hedge and Warrant Transactions The offering of the 2020 Notes on March 5, 2015 was for $275.0 million and included an overallotment option that allowed the initial purchasers to purchase up to an additional $41.0 million aggregate principal amount of 2020 Notes. The initial purchasers exercised their overallotment option on March 9, 2015, bringing the total amount of 2020 Notes issued on March 11, 2015 to $316.0 million . In connection with the offering of the 2020 Notes, as discussed above, InterDigital entered into convertible note hedge transactions with respect to its common stock. The $59.4 million cost of the convertible note hedge transactions was partially offset by the proceeds from the sale of the warrants described above, resulting in a net cost of $16.5 million . Both the convertible note hedge and warrants were classified as equity. The Company bifurcated the proceeds from the offering of the 2020 Notes between liability and equity components. On the date of issuance, the liability and equity components were calculated to be approximately $256.7 million and $59.3 million , respectively. The initial $256.7 million liability component was determined based on the fair value of similar debt instruments excluding the conversion feature. The initial $59.3 million ( $38.6 million net of tax) equity component represents the difference between the fair value of the initial $256.7 million in debt and the $316.0 million of gross proceeds. The related initial debt discount of $59.3 million is being amortized using the effective interest method over the life of the 2020 Notes. An effective interest rate of 5.89% was used to calculate the debt discount on the 2020 Notes. In connection with the above-noted transactions, the Company incurred $9.3 million of directly related costs. The initial purchasers' transaction fees and related offering expenses were allocated to the liability and equity components in proportion to the allocation of proceeds and accounted for as debt and equity issuance costs, respectively. We allocated $7.0 million of debt issuance costs to the liability component, which were capitalized as deferred financing costs. These costs are being amortized to interest expense over the term of the debt using the effective interest method. The remaining $2.4 million of costs allocated to the equity component were recorded as a reduction of the equity component. As described in Note 1, "Basis of Presentation," in March 2015, as part of their simplification initiative, FASB issued amendments to guidance for reporting debt issuance costs. According to the revised standard, an entity will recognize debt issuance costs as a direct deduction from the debt liability as opposed to an asset. The following table reflects the carrying value of the Company's convertible debt as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 2016 Notes 2020 Notes Total 2016 Notes 2020 Notes Total Principal $ 230,000 $ 316,000 $ 546,000 $ 230,000 $ — $ 230,000 Less: Unamortized interest discount (7,415 ) (55,899 ) (63,314 ) (12,165 ) — (12,165 ) Deferred financing costs (978 ) (6,508 ) (7,486 ) (1,629 ) — (1,629 ) Net carrying amount of Notes $ 221,607 $ 253,593 $ 475,200 $ 216,206 $ — $ 216,206 The following table presents the amount of interest cost recognized for the three and six months ended June 30, 2015 and June 30, 2014 relating to the contractual interest coupon, accretion of the debt discount, and the amortization of financing costs (in thousands): For the Three Months Ended June 30, 2015 2014 2016 Notes 2020 Notes Total 2016 Notes 2020 Notes Total Contractual coupon interest $ 1,438 $ 1,053 $ 2,491 $ 1,438 $ — $ 1,438 Accretion of debt discount 2,416 2,569 4,985 2,255 — 2,255 Amortization of deferred financing costs 326 349 675 326 — 326 Total $ 4,180 $ 3,971 $ 8,151 $ 4,019 $ — $ 4,019 For the Six Months Ended June 30, 2015 2014 2016 Notes 2020 Notes Total 2016 Notes 2020 Notes Total Contractual coupon interest $ 2,875 $ 1,448 $ 4,323 $ 2,876 $ — $ 2,876 Accretion of debt discount 4,750 3,434 8,184 4,434 — — 4,434 Amortization of deferred financing costs 652 465 1,117 652 — — 652 Total $ 8,277 $ 5,347 $ 13,624 $ 7,962 $ — $ 7,962 |
Variable Interest Entities Vari
Variable Interest Entities Variable Interest Entities (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Variable Interest Entities [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | VARIABLE INTEREST ENTITIES: As further discussed below, we are the primary beneficiary of two variable interest entities. As of June 30, 2015 , the combined book values of the assets and liabilities associated with these variable interest entities included in our Consolidated Balance Sheet were $16.6 million and $0.6 million , respectively. Assets include $12.1 million of cash and cash equivalents and $4.4 million of patents, net. The impact of consolidating these variable interest entities on our Consolidated Statements of Income was not significant. Convida Wireless On December 21, 2012, we formed a joint venture with Sony Corporation of America to combine Sony's consumer electronics expertise with our wireless machine-to-machine ("M2M") and bandwidth management research. The joint venture, called Convida Wireless, focuses on driving new research in M2M wireless communications and other connectivity areas. Based on the terms of the agreement, the parties contributed funding and resources for additional M2M research and platform development, which we perform. Stephens Capital Partners LLC ("Stephens"), the principal investing affiliate of Stephens Inc., is a minority investor in Convida Wireless. Our agreement with Sony is a multiple-element arrangement that also includes a three-year license to our patents for Sony's sale of 3G and 4G products, effective January 1, 2013, and an amount for past sales. Convida Wireless is a variable interest entity. Based on our provision of M2M research and platform development services to Convida Wireless, we have determined that we are the primary beneficiary for accounting purposes and must consolidate Convida Wireless. For the three months ended June 30, 2015 and 2014, we have allocated approximately $0.6 million and $0.8 million , respectively, of Convida Wireless' net loss to noncontrolling interests held by other parties. For the six months ended June 30, 2015 and 2014, we have allocated approximately $1.4 million and $1.5 million , respectively, of Convida Wireless' net loss to noncontrolling interests held by other parties. Signal Trust for Wireless Innovation On October 17, 2013, we announced the establishment of the Signal Trust for Wireless Innovation, which seeks to monetize a large InterDigital patent portfolio related to cellular infrastructure. The more than 500 patents and patent applications transferred to the Signal Trust focus primarily on 3G and LTE technologies, and were developed by InterDigital's engineers and researchers over more than a decade, with a number of the innovations contributed to the worldwide standards process. InterDigital has committed funding to the Signal Trust to help ensure its successful launch. The distributions from the Signal Trust will support continued research related to cellular wireless technologies. A small portion of the proceeds from the Signal Trust will be used to fund, through the Signal Foundation for Wireless Innovation, scholarly analysis of intellectual property rights and the technological, commercial and creative innovations they facilitate. The Signal Trust is a variable interest entity. Based on the terms of the Trust Agreement, we have determined that we are the primary beneficiary for accounting purposes and must consolidate the Signal Trust. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
NET INCOME PER SHARE: [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | NET INCOME PER SHARE: Basic Earnings Per Share ("EPS") is calculated by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if options or other securities with features that could result in the issuance of common stock were exercised or converted to common stock. The following tables reconcile the numerator and the denominator of the basic and diluted net income per share computation (in thousands, except for per share data): For the Three Months Ended June 30, 2015 2014 Basic Diluted Basic Diluted Numerator: Net income applicable to InterDigital, Inc. $ 32,602 $ 32,602 $ 78,901 $ 78,901 Denominator: Weighted-average shares outstanding: Basic 36,022 36,022 40,443 40,443 Dilutive effect of stock options, RSUs, convertible securities, and warrants 420 379 Weighted-average shares outstanding: Diluted 36,442 40,822 Earnings Per Share: Net income: Basic $ 0.91 $ 0.91 $ 1.95 $ 1.95 Dilutive effect of stock options, RSUs, convertible securities, and warrants (0.02 ) (0.02 ) Net income: Diluted $ 0.89 $ 1.93 For the Six Months Ended June 30, 2015 2014 Basic Diluted Basic Diluted Numerator: Net income applicable to InterDigital, Inc. $ 61,667 $ 61,667 $ 77,040 $ 77,040 Denominator: Weighted-average shares outstanding: Basic 36,486 36,486 40,444 40,444 Dilutive effect of stock options, RSUs, convertible securities, and warrants 397 199 Weighted-average shares outstanding: Diluted 36,883 40,643 Earnings Per Share: Net income: Basic $ 1.69 $ 1.69 $ 1.90 $ 1.90 Dilutive effect of stock options, RSUs, convertible securities, and warrants (0.02 ) — Net income: Diluted $ 1.67 $ 1.90 Certain shares of common stock issuable upon the exercise or conversion of certain securities have been excluded from our computation of earnings per share because the strike price or conversion rate, as applicable, of such securities was less than the average market price of our common stock for the three and/or six month periods ended June 30, 2015 and/or June 30, 2014, as applicable, and, as a result, the effect of such exercise or conversion would have been anti-dilutive. Set forth below are the securities and the weighted average number of shares of common stock underlying such securities that were excluded from our computation of earnings per share for the periods presented (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2015 2014 2015 2014 Restricted Stock Units — 10 2 3 Stock options 94 213 56 160 Convertible securities 4,366 4,130 6,803 4,130 Warrants 8,496 4,130 6,808 4,130 Total 12,956 8,483 13,669 8,423 For the Three Months Ended June 30, 2015 2014 Basic Diluted Basic Diluted Numerator: Net income applicable to InterDigital, Inc. $ 32,602 $ 32,602 $ 78,901 $ 78,901 Denominator: Weighted-average shares outstanding: Basic 36,022 36,022 40,443 40,443 Dilutive effect of stock options, RSUs, convertible securities, and warrants 420 379 Weighted-average shares outstanding: Diluted 36,442 40,822 Earnings Per Share: Net income: Basic $ 0.91 $ 0.91 $ 1.95 $ 1.95 Dilutive effect of stock options, RSUs, convertible securities, and warrants (0.02 ) (0.02 ) Net income: Diluted $ 0.89 $ 1.93 For the Six Months Ended June 30, 2015 2014 Basic Diluted Basic Diluted Numerator: Net income applicable to InterDigital, Inc. $ 61,667 $ 61,667 $ 77,040 $ 77,040 Denominator: Weighted-average shares outstanding: Basic 36,486 36,486 40,444 40,444 Dilutive effect of stock options, RSUs, convertible securities, and warrants 397 199 Weighted-average shares outstanding: Diluted 36,883 40,643 Earnings Per Share: Net income: Basic $ 1.69 $ 1.69 $ 1.90 $ 1.90 Dilutive effect of stock options, RSUs, convertible securities, and warrants (0.02 ) — Net income: Diluted $ 1.67 $ 1.90 |
Equity Transactions Shareholder
Equity Transactions Shareholders Equity Rollforward (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
EQUITY TRANSACTIONS: [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Changes in shareholders’ equity for the six months ended June 30, 2015 and June 30, 2014 were as follows (in thousands): For the Six Months Ended June 30, 2015 2014 Balance beginning of period, December 31 $ 468,328 $ 528,650 Net income attributable to InterDigital, Inc. 61,667 77,040 Unrealized gain on investments, net 8 382 Cash dividends declared (14,475 ) (11,987 ) Repurchase of Common Stock (70,572 ) (8,454 ) Convertible note hedge transactions, net of tax (38,594 ) — Warrant transactions 42,881 — Equity component of the 2020 Notes, net of tax 38,567 — Deferred financing costs allocated to equity (2,430 ) — Exercise of common stock options 26 353 Taxes withheld upon restricted stock unit vestings (9,557 ) (2,814 ) Tax benefit from share-based compensation 2,163 1,196 Share-based compensation 6,299 9,721 Total InterDigital, Inc. shareholders’ equity end of period $ 484,311 $ 594,087 Noncontrolling Interest Balance beginning of period, December 31 7,349 5,170 Proceeds from noncontrolling interests 2,551 2,550 Net loss attributable to noncontrolling interest (1,380 ) (1,483 ) Noncontrolling interest 8,520 6,237 Total Equity end of period $ 492,831 $ 600,324 |
Concentration of Credit Risk 18
Concentration of Credit Risk and Fair Value of Financial Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES: [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Table Text Block] | Our financial assets that are accounted for at fair value on a recurring basis are presented in the tables below as of June 30, 2015 and December 31, 2014 (in thousands): Fair Value as of June 30, 2015 Level 1 Level 2 Level 3 Total Assets: Money market and demand accounts (a) $ 357,090 $ — $ — $ 357,090 Commercial paper (b) — 300,004 — 300,004 U.S. government securities — 209,071 — 209,071 Corporate bonds, asset backed and other securities 593 40,837 — 41,430 $ 357,683 $ 549,912 $ — $ 907,595 ______________________________ (a) Included within cash and cash equivalents. (b) Includes $149.9 million of commercial paper that is included within cash and cash equivalents. Fair Value as of December 31, 2014 Level 1 Level 2 Level 3 Total Assets: Money market and demand accounts (a) $ 307,995 $ — $ — $ 307,995 Commercial paper (b) — 207,449 — 207,449 U.S. government securities — 151,618 — 151,618 Corporate bonds, asset backed and other securities 671 36,195 — 36,866 $ 308,666 $ 395,262 $ — $ 703,928 ______________________________ (a) Included within cash and cash equivalents. (b) Includes $120.6 million of commercial paper that is included within cash and cash equivalents. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The following table reflects the carrying value of the Company's convertible debt as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 2016 Notes 2020 Notes Total 2016 Notes 2020 Notes Total Principal $ 230,000 $ 316,000 $ 546,000 $ 230,000 $ — $ 230,000 Less: Unamortized interest discount (7,415 ) (55,899 ) (63,314 ) (12,165 ) — (12,165 ) Deferred financing costs (978 ) (6,508 ) (7,486 ) (1,629 ) — (1,629 ) Net carrying amount of Notes $ 221,607 $ 253,593 $ 475,200 $ 216,206 $ — $ 216,206 The following table presents the amount of interest cost recognized for the three and six months ended June 30, 2015 and June 30, 2014 relating to the contractual interest coupon, accretion of the debt discount, and the amortization of financing costs (in thousands): For the Three Months Ended June 30, 2015 2014 2016 Notes 2020 Notes Total 2016 Notes 2020 Notes Total Contractual coupon interest $ 1,438 $ 1,053 $ 2,491 $ 1,438 $ — $ 1,438 Accretion of debt discount 2,416 2,569 4,985 2,255 — 2,255 Amortization of deferred financing costs 326 349 675 326 — 326 Total $ 4,180 $ 3,971 $ 8,151 $ 4,019 $ — $ 4,019 For the Six Months Ended June 30, 2015 2014 2016 Notes 2020 Notes Total 2016 Notes 2020 Notes Total Contractual coupon interest $ 2,875 $ 1,448 $ 4,323 $ 2,876 $ — $ 2,876 Accretion of debt discount 4,750 3,434 8,184 4,434 — — 4,434 Amortization of deferred financing costs 652 465 1,117 652 — — 652 Total $ 8,277 $ 5,347 $ 13,624 $ 7,962 $ — $ 7,962 |
Significant Agreements Signif20
Significant Agreements Significant Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Patent licensing royalties | $ 116,622 | $ 192,088 | $ 225,595 | $ 246,362 |
Significant Agreements Assets H
Significant Agreements Assets Held For Sale (Details) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
Long Lived Assets Held-for-sale [Line Items] | |
Sale Leaseback Transaction, Net Proceeds, Investing Activities | $ 4.5 |
Real Estate Held-for-sale | $ 1.3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||
Effective Income Tax Rate, Continuing Operations | (37.70%) | 37.40% | |
Income Taxes Paid | $ 36,764 | $ 22,823 | |
Taxes payable | 14,405 | $ 0 | |
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority | 300 | ||
Foreign Country [Member] | |||
Income Tax Contingency [Line Items] | |||
Income Taxes Paid | $ 24,000 | $ 14,100 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Basic & Dilutive, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ 32,602,000 | $ 78,901,000 | $ 61,667,000 | $ 77,040,000 |
Weighted Average Number of Shares Outstanding, Basic | 36,022 | 40,443 | 36,486 | 40,444 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 420 | 379 | 397 | 199 |
Weighted Average Number of Shares Outstanding, Diluted | 36,442 | 40,822 | 36,883 | 40,643 |
Dilutive Securities, Efffect on Basic Earnings Per Share [2] | $ (0.02) | $ (0.02) | $ (0.02) | $ 0 |
Net Incme Per Common Share, Basic | $ 0.91 | $ 1.95 | $ 1.69 | $ 1.90 |
Net Income Per Common Share, Diluted | $ 0.89 | $ 1.93 | $ 1.67 | $ 1.90 |
Convertible Debt Securities [Member] | ||||
Earnings Per Share, Basic & Dilutive, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,366 | 4,130 | 6,803 | 4,130 |
Warrant [Member] | ||||
Earnings Per Share, Basic & Dilutive, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,496 | 4,130 | 6,808 | 4,130 |
Employee Stock Option [Member] | ||||
Earnings Per Share, Basic & Dilutive, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 94 | 213 | 56 | 160 |
Net Income Per Share Antidiluti
Net Income Per Share Antidilutive Securities Excluded from Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,366 | 4,130 | 6,803 | 4,130 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,496 | 4,130 | 6,808 | 4,130 |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 94 | 213 | 56 | 160 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 10 | 2 | 3 |
Litigation and Legal Proceedi25
Litigation and Legal Proceedings (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Sep. 30, 2013 | |
Legal Gain (Loss) Contingencies [Line Items] | |||||
Deferred Revenue, Current | $ 110,198,000 | $ 124,695,000 | |||
Huawei China [Member] | China, Yuan Renminbi | |||||
Legal Gain (Loss) Contingencies [Line Items] | |||||
Estimated Litigation Liability | $ 20,000,000 | ||||
Huawei China [Member] | United States of America, Dollars | |||||
Legal Gain (Loss) Contingencies [Line Items] | |||||
Estimated Litigation Liability | $ 3,200,000 | ||||
ZTE [Member] | China, Yuan Renminbi | |||||
Legal Gain (Loss) Contingencies [Line Items] | |||||
Estimated Litigation Liability | 20,000,000 | ||||
ZTE [Member] | United States of America, Dollars | |||||
Legal Gain (Loss) Contingencies [Line Items] | |||||
Estimated Litigation Liability | 3,300,000 | ||||
Arima [Member] | United States of America, Dollars | |||||
Legal Gain (Loss) Contingencies [Line Items] | |||||
Proceeds from Legal Settlements | $ 14,500,000 | 27,200,000 | $ 23,600,000 | ||
Arima Taiwan [Member] | United States of America, Dollars | |||||
Legal Gain (Loss) Contingencies [Line Items] | |||||
Estimated Litigation Liability | 3,200,000 | ||||
Arima Taiwan [Member] | Taiwan, New Dollars | |||||
Legal Gain (Loss) Contingencies [Line Items] | |||||
Estimated Litigation Liability | 100,000,000 | ||||
Arima China [Member] | China, Yuan Renminbi | |||||
Legal Gain (Loss) Contingencies [Line Items] | |||||
Estimated Litigation Liability | 120,000,000 | ||||
Arima China [Member] | United States of America, Dollars | |||||
Legal Gain (Loss) Contingencies [Line Items] | |||||
Estimated Litigation Liability | $ 19,600,000 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2011 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Mar. 09, 2015 | Mar. 05, 2015 | Dec. 31, 2013 | Mar. 30, 2011 | Mar. 29, 2011 | |
Class of Stock [Line Items] | |||||||||||||||||
CASH DIVIDEND DECLARED PER COMMON SHARE | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.10 | $ 0.40 | $ 0.30 | $ 0.70 | ||||||||
Noncontrolling Interest, Increase from Business Combination | $ (2,551) | $ (2,550) | |||||||||||||||
Noncontrolling Interest in Variable Interest Entity | $ 8,520 | $ 7,349 | $ 6,237 | 8,520 | 6,237 | $ 8,520 | $ 7,349 | $ 5,170 | |||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (647) | (789) | (1,380) | (1,483) | |||||||||||||
Equity Transactions [Roll Forward] | |||||||||||||||||
Balance as of December 31, 2011 | $ 468,328 | $ 594,087 | $ 528,650 | 468,328 | 528,650 | $ 528,650 | 594,087 | 528,650 | |||||||||
NET INCOME | 32,602 | 78,901 | 61,667 | 77,040 | |||||||||||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 13 | 770 | 8 | 382 | |||||||||||||
Adjustments Related to Tax Withholding for Share-based Compensation | 9,557 | 2,814 | |||||||||||||||
Balance as of September 30, 2012 | 484,311 | 468,328 | 594,087 | 484,311 | 594,087 | 484,311 | 468,328 | ||||||||||
Dividends, Common Stock, Cash | 7,243 | 7,232 | 7,500 | $ 7,666 | 8,033 | $ 3,954 | 14,475 | 11,987 | $ 19,653 | 27,153 | |||||||
Proceeds from Issuance of Warrants | 42,881 | 0 | |||||||||||||||
Proceeds from Stock Options Exercised | 26 | 353 | |||||||||||||||
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities | 2,163 | 1,196 | |||||||||||||||
Share-based Compensation | 6,299 | 9,721 | |||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 492,831 | $ 475,677 | 600,324 | 492,831 | 600,324 | 492,831 | $ 475,677 | ||||||||||
Convertible Debt [Member] | Equity [Member] | |||||||||||||||||
Equity Transactions [Roll Forward] | |||||||||||||||||
Class of Warrant or Right, Outstanding | 600 | 3,800 | 500 | 3,500 | |||||||||||||
Warrant Option Strike Price | $ 88.46 | $ 63.44 | |||||||||||||||
Note Warrant2 [Member] | |||||||||||||||||
Equity Transactions [Roll Forward] | |||||||||||||||||
Proceeds from Issuance of Warrants | 37,300 | $ 27,600 | |||||||||||||||
Class of Warrant or Right [Domain] | |||||||||||||||||
Equity Transactions [Roll Forward] | |||||||||||||||||
Proceeds from Issuance of Warrants | $ 5,600 | $ 4,100 | |||||||||||||||
2014 Repurchase Program [Domain] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Repurchase Program, Authorized Amount | $ 400,000 | $ 300,000 | $ 400,000 | $ 300,000 | $ 400,000 | ||||||||||||
Treasury Stock Acquired, Repurchase Authorization | 100 | ||||||||||||||||
Stock Repurchased During Period, Shares | 1,317 | 4,871 | 3,554 | ||||||||||||||
Accelerated Share Repurchases, Initial Price Paid Per Share | $ 53.61 | ||||||||||||||||
Equity Transactions [Roll Forward] | |||||||||||||||||
Stock Repurchased During Period, Value | $ 70,572 | $ 223,197 | $ 152,625 | ||||||||||||||
2014 Repurchase Program [Domain] | Repurchases related to 2020 Notes [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Repurchased During Period, Shares | 800 |
Equity Transactions Equity Roll
Equity Transactions Equity Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2011 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||||||||||||
Proceeds from Issuance of Warrants | $ 42,881 | $ 0 | ||||||||||
CASH DIVIDEND DECLARED PER COMMON SHARE | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.10 | $ 0.40 | $ 0.30 | $ 0.70 | |||
Dividends, Common Stock, Cash | $ 7,243 | $ 7,232 | $ 7,500 | $ 7,666 | $ 8,033 | $ 3,954 | $ 14,475 | $ 11,987 | $ 19,653 | $ 27,153 | ||
Equity component of the 2020 Notes, net of tax | 38,567 | 0 | ||||||||||
Deferred financing costs allocated to equity | 0 | |||||||||||
Stockholders' Equity Attributable to Parent | 484,311 | 468,328 | 594,087 | 484,311 | 594,087 | 468,328 | $ 528,650 | |||||
Adjustments Related to Tax Withholding for Share-based Compensation | (9,557) | (2,814) | ||||||||||
Net Income (Loss) Attributable to Parent | 32,602 | 78,901 | 61,667 | 77,040 | ||||||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 13 | 770 | 8 | 382 | ||||||||
Cash dividends declared | (14,475) | (11,987) | ||||||||||
Repurchase of common stock | (70,572) | (8,454) | ||||||||||
Proceeds from Stock Options Exercised | 26 | 353 | ||||||||||
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities | 2,163 | 1,196 | ||||||||||
Convertible note hedge transactions, net of tax | (38,594) | 0 | ||||||||||
Share-based Compensation | 6,299 | 9,721 | ||||||||||
Noncontrolling Interest, Increase from Business Combination | 2,551 | 2,550 | ||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (647) | (789) | (1,380) | (1,483) | ||||||||
Noncontrolling Interest in Variable Interest Entity | 8,520 | 7,349 | 6,237 | 8,520 | 6,237 | 7,349 | $ 5,170 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 492,831 | $ 475,677 | $ 600,324 | $ 492,831 | $ 600,324 | $ 475,677 | ||||||
Class of Warrant or Right [Domain] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Proceeds from Issuance of Warrants | $ 5,600 | $ 4,100 |
Equity Transactions Adjustments
Equity Transactions Adjustments for Tax Withholding (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Class of Stock [Line Items] | ||
Payments of Debt Issuance Costs | $ 9,403 | $ 0 |
Adjustments Related to Tax Withholding for Share-based Compensation | $ (9,557) | $ (2,814) |
Concentration of Credit Risk 29
Concentration of Credit Risk and Fair Value of Financial Assets and Liabilities (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 98.00% | 94.00% |
Concentration Risk, Customer | four | three |
Concentration of Credit Risk 30
Concentration of Credit Risk and Fair Value of Financial Assets and Liabilities Fair Value of Financial Assets and Liabilities (Details) - Long-term Debt, Type [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 475,200 | $ 216,206 |
Assets, Fair Value Disclosure, Recurring | 907,595 | 703,928 |
Commercial Paper | 149,900 | 120,600 |
LONG-TERM DEBT | 253,593 | 216,206 |
Long-term Debt, Fair Value | 576,736 | 255,300 |
Money Market Funds and Demand Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 357,090 | 307,995 |
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 300,004 | 207,449 |
US Government and Government Agencies and Authorities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 209,071 | 151,618 |
Corporate Bonds and Asset Backed Securities [Domain] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 41,430 | 36,866 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 357,683 | 308,666 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds and Demand Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 357,090 | 307,995 |
Fair Value, Inputs, Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | US Government and Government Agencies and Authorities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Corporate Bonds and Asset Backed Securities [Domain] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 593 | 671 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 549,912 | 395,262 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds and Demand Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 300,004 | 207,449 |
Fair Value, Inputs, Level 2 [Member] | Corporate Bonds and Asset Backed Securities [Domain] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 40,837 | 36,195 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds and Demand Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | US Government and Government Agencies and Authorities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Corporate Bonds and Asset Backed Securities [Domain] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | $ 0 | $ 0 |
Long-Term Debt (Details)
Long-Term Debt (Details) - Class of Stock [Domain] $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2011USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2012USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011USD ($) | Mar. 11, 2015USD ($)$ / shares | Mar. 09, 2015shares | Mar. 05, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Apr. 04, 2011USD ($)$ / shares | Mar. 30, 2011shares | Mar. 29, 2011USD ($)$ / sharesshares | |
Debt Instrument [Line Items] | ||||||||||||||||
Interest Expense, Debt, Excluding Amortization | $ 2,491,000 | $ 1,438,000 | $ 4,323,000 | $ 2,876,000 | ||||||||||||
Accretion of Discount | 4,985,000 | 2,255,000 | 8,184,000 | 4,434,000 | ||||||||||||
Amortization of Financing Costs | 675,000 | 326,000 | 1,117,000 | 652,000 | ||||||||||||
Proceeds from Issuance of Warrants | 42,881,000 | 0 | ||||||||||||||
Senior Notes | 475,200,000 | 475,200,000 | $ 216,206,000 | |||||||||||||
Payments for (Proceeds from) Hedge, Financing Activities | (38,594,000) | 0 | ||||||||||||||
Debt Instrument, Unamortized Discount | (63,314,000) | (63,314,000) | (12,165,000) | |||||||||||||
Deferred financing costs | (7,486,000) | (7,486,000) | (1,629,000) | |||||||||||||
Proceeds from (Payments for) Other Financing Activities | 4,500,000 | 0 | ||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | |||||||||||||||
Payments of Debt Issuance Costs | (9,403,000) | 0 | ||||||||||||||
Interest Expense | 8,151,000 | 4,019,000 | 13,624,000 | 7,962,000 | ||||||||||||
Long-term Debt, Fair Value | 576,736,000 | 576,736,000 | 255,300,000 | |||||||||||||
Note Warrant2 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from Issuance of Warrants | $ 37,300,000 | $ 27,600,000 | ||||||||||||||
Class of Warrant or Right [Domain] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from Issuance of Warrants | 5,600,000 | $ 4,100,000 | ||||||||||||||
Convertible Note Hedge 2 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from (Payments for) Other Financing Activities | 7,700,000 | $ 5,600,000 | ||||||||||||||
Convertible Note Hedge [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from (Payments for) Other Financing Activities | 59,400,000 | 42,700,000 | ||||||||||||||
Convertible Note Hedge 1 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from (Payments for) Other Financing Activities | 51,700,000 | 37,100,000 | ||||||||||||||
Convertible Note/ Hedge Warrant, net [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from (Payments for) Other Financing Activities | 16,500,000 | $ 10,900,000 | ||||||||||||||
Convertible Notes 2016 [Member] | Convertible Notes 2016 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | 230,000,000 | |||||||||||||||
Convertible Note Overallotment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Senior Notes | $ 41,000,000 | $ 30,000,000 | ||||||||||||||
Convertible Debt [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Senior Notes | 546,000,000 | 546,000,000 | 230,000,000 | |||||||||||||
Payments of Debt Issuance Costs | (9,300,000) | $ (8,000,000) | ||||||||||||||
Convertible Debt [Member] | Convertible Notes 2016 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | 230,000,000 | 230,000,000 | 230,000,000 | |||||||||||||
Interest Expense, Debt, Excluding Amortization | 1,438,000 | 1,438,000 | 2,875,000 | 2,876,000 | ||||||||||||
Accretion of Discount | 2,416,000 | 2,255,000 | 4,750,000 | 4,434,000 | ||||||||||||
Amortization of Financing Costs | 326,000 | 326,000 | 652,000 | 652,000 | ||||||||||||
Senior Notes | 221,607,000 | 221,607,000 | 216,206,000 | |||||||||||||
Debt Instrument, Unamortized Discount | (7,415,000) | (7,415,000) | (12,165,000) | |||||||||||||
Deferred financing costs | (978,000) | (978,000) | (1,629,000) | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 55.12 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 18.1426 | |||||||||||||||
Interest Expense | 4,180,000 | 4,019,000 | 8,277,000 | 7,962,000 | ||||||||||||
Convertible Debt [Member] | Convertible Notes 2020 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | 316,000,000 | 316,000,000 | 0 | |||||||||||||
Interest Expense, Debt, Excluding Amortization | 1,053,000 | 0 | 1,448,000 | 0 | ||||||||||||
Accretion of Discount | 2,569,000 | 0 | 3,434,000 | 0 | ||||||||||||
Amortization of Financing Costs | 349,000 | 0 | 465,000 | 0 | ||||||||||||
Senior Notes | 253,593,000 | 253,593,000 | 0 | |||||||||||||
Debt Instrument, Unamortized Discount | (55,899,000) | (55,899,000) | 0 | |||||||||||||
Deferred financing costs | (6,508,000) | (6,508,000) | $ 0 | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 72.37 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 13.8172 | |||||||||||||||
Interest Expense | $ 3,971,000 | $ 0 | 5,347,000 | $ 0 | ||||||||||||
Convertible Notes 2020 [Member] | Convertible Notes 2020 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 316,000,000 | |||||||||||||||
Convertible Debt 1 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Senior Notes | $ 275,000,000 | $ 200,000,000 | ||||||||||||||
Balance Sheet by Location [Domain] | Convertible Debt [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Senior Notes | $ 256,700,000 | $ 187,000,000 | ||||||||||||||
Other Long-term Liabilities [Member] | Convertible Debt [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Payments of Debt Issuance Costs | $ (7,000,000) | (6,500,000) | ||||||||||||||
Equity [Member] | Convertible Debt [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Senior Notes | $ 59,300,000 | 43,000,000 | ||||||||||||||
Senior Convertible Notes [Equity net of tax] | $ 28,000,000 | |||||||||||||||
Class of Warrant or Right, Outstanding | shares | 0.6 | 3.8 | 0.5 | 3.5 | ||||||||||||
Warrant Option Strike Price | $ / shares | $ 88.46 | $ 63.44 | ||||||||||||||
Payments of Debt Issuance Costs | $ 2,430,000 | $ (1,500,000) |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Variable Interest Entity, Consolidated, Carrying Amount, Assets | $ 16,600 | $ 16,600 | ||
Net Income (Loss) Attributable to Noncontrolling Interest | (647) | $ (789) | (1,380) | $ (1,483) |
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | 600 | 600 | ||
Cash and Cash Equivalents [Member] | ||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets | 12,100 | 12,100 | ||
Patents [Member] | ||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets | $ 4,400 | $ 4,400 |