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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended June 29, 2014
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                to
Commission file number 1-7935
INTERNATIONAL RECTIFIER CORPORATION


(Exact Name of Registrant as Specified in Its Charter)
Delaware 
(State or Other Jurisdiction of 
Incorporation or Organization)
95-1528961 
(IRS Employer 
Identification No.)
101 N. Sepulveda Blvd
El Segundo, CA 90245
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (310) 726-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, par value $1.00
 
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by checkmark whether the registrants submitted electronically and posted on its corporate Website, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o (Do not check if smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the registrant’s voting common stock, par value $1.00 per share, held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was $1,803,600,677 (computed using the closing price of a share of Common Stock on December 29, 2013, reported by the New York Stock Exchange).

There were 71,534,479 shares of the registrant’s common stock, par value $1.00 per share, outstanding on August 13, 2014.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement for its 2014 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 29, 2014, are incorporated by reference into Part III hereof.






TABLE OF CONTENTS
      
Business   
      
 
      
      




Note Regarding Forward-Looking Statements

We have made statements in this Annual Report on Form 10-K which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to expectations concerning matters that (a) are not historical facts, (b) predict or forecast future events or results, or (c) embody assumptions that may prove to have been inaccurate. These forward-looking statements involve risks, uncertainties and assumptions. When we use words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “should,” or similar expressions, we are making forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give readers any assurance that such expectations will prove correct. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond our control. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the factors discussed in Part I, Item 1A, “Risk Factors” and in “Critical Accounting Policies and Estimates” within Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All forward-looking statements attributable to us are expressly qualified in their entirety by the factors that may cause actual results to differ materially from anticipated results. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinion only as of the date hereof. We undertake no duty or obligation to revise these forward-looking statements. Readers should carefully review the risk factors described in this document as well as in other documents we file from time to time with the Securities and Exchange Commission.

PART I

ITEM 1. BUSINESS

International Rectifier Corporation (“we,” “us,” “IR” or the “Company”) designs, manufactures and markets power management semiconductors. Power management semiconductors address the core challenges of power management, power performance and power conservation, by increasing system efficiency, allowing more compact end-products, improving features on electronic devices and prolonging battery life.

Power semiconductors convert raw power from an electrical outlet, a battery, an alternator running off an internal combustion engine, hybrid electric vehicle (“HEV”) or electric vehicle (“EV”), or a renewable energy source, into more efficient and useful power for a wide range of electrical and electronic systems and equipment. The more sophisticated the end product, the greater the need for specially-formatted, finely-regulated power. The importance of power semiconductor technology rises with the increasing complexity of electronic products and the worldwide proliferation of electronic features in information technology, industrial, consumer, aerospace and defense and automotive products.

With the increasing demand for energy usage worldwide and generally rising energy costs, governments, businesses, and consumers alike are striving to conserve energy and demand more efficient uses of power in all types of electronic products including computers, appliances, military aircraft, and hybrid cars. According to IHS Technology ("IHS"), a semiconductor industry market research company, the market for power management semiconductors for calendar year 2014 is estimated to be about $31.7 billion, primarily in power switching transistors including power MOSFETS and IGBTs and ICs.

Power management semiconductors enable energy savings and improve performance by delivering the power tailored for a particular electrical device, rather than delivering a constant stream of power. The information technology, industrial, computing, consumer, high reliability and automobile industries use power management semiconductors to promote energy efficiency and improve product and device performance metrics.

Our products include power metal oxide semiconductor field effect transistors (“MOSFETs”), high voltage analog and mixed signal integrated circuits (“HVICs”), low voltage analog and mixed signal integrated circuits (“LVICs”), digital integrated circuits (“ICs”), radiation‑resistant (“RAD-Hard”) power MOSFETs, insulated gate bipolar transistors (“IGBTs”), high reliability DC-DC converters, digital controllers, integrated power modules, and automotive product packages.

1


Our semiconductors are used in a wide variety of applications, including:
Automotive
Networking
Industrial Motors
Displays
Consumer Electronics
Servers
Personal Computers
Gaming Consoles
Household Appliances
Satellites
Telecommunications
Renewable Energy

Business Strategy
                            
We focus on energy efficiency by improving the technology and design of our power management products and have significantly expanded our product offerings over the years. To achieve our mission, our business strategy is focused on the following key elements:

Providing power management solutions tailored to target market segment applications and customers’ needs. Our business is divided into six reporting segments: Power Management Devices, Energy Saving Products, Automotive Products, Enterprise Power, HiRel, and Intellectual Property. Except for our Intellectual Property segment, our segments are organized around the end markets and customers that they target and serve. We call these segments (excluding our Intellectual Property segment which is described in “Products and Technology” section) our “Customer Segments,” and they consist of the following:

Power Management Devices (“PMD”) – Our PMD segment provides high performance power MOSFETs with the widest range of packages within the power management semiconductor industry for a range of applications including power supply, data processing, telecommunications, industrial, and commercial battery-powered systems. Key products used by our PMD segment include Trench HEXFET®MOSFETs, Discrete HEXFET®MOSFETs, Dual HEXFET®MOSFETs, FETKY®s, and DirectFET®s.

Energy Saving Products (“ESP”) – Our ESP segment provides integrated design platforms that enable our customers to add energy-conserving features to help achieve lower operating energy and manufacturing costs. Our integrated design platforms incorporate our silicon packaging technology to help improve system performance. The ESP segment’s primary market applications include motor control appliances, industrial automation, lighting and display, audio and video. The ESP segment’s key products include our analog HVICs and IGBT platforms, digital control ICs and IRAM integrated power modules. The ESP segment’s iMotion platform targets the growing trend towards variable speed motors in the appliance market.

Automotive Products (“AP”) – Our AP segment provides high performance and energy saving solutions for a broad variety of automotive systems, ranging from typical 12V power net applications up to 1200V hybrid electric vehicle applications. Our automotive expertise includes supplying products for various automotive applications including AC and DC motor drives of all power classes, actuator drivers, automotive lighting (such as high intensity discharge lamps), direct fuel injection for diesel and gasoline engines, hybrid electric vehicle power train and peripheral systems for micro, mild, full and plug-in hybrids for electric vehicles, as well as for body electronic systems like glow plugs, Positive Temperature Coefficient (“PTC”) heaters, electric power steering, fuel pumps, Heating Ventilation and Air Conditioning (“HVAC”) and rear wipers. Our automotive product designs are used in application‑specific solutions, application‑specific integrated circuits (“ASICs”) and application‑specific standard parts (“ASSPs”) and generic high volume products for multiple original equipment manufacturer (“OEM”) platform usage. The AP segment's key products include our HVICs, intelligent power switch ICs, power MOSFETs including DirectFET®, IGBTs, Diodes and advanced power modules.

2


Enterprise Power (“EP”) – Our EP segment provides high performance analog and digital end-to-end power solutions for servers, storage, routers, switches, infrastructure equipment, graphic cards, and gaming consoles. IR offers a broad portfolio of power management system products that deliver benchmark power density, efficiency and performance. The EPBU segment's key products include CHiL digital PWM controllers, PowIRstagesTM, SupIRBuckTM, DirectFET® discretes, iPOWIR® voltage regulators, and low voltage IC's. The large and growing server market has placed an emphasis and premium on digital control, telemetry, power density, efficiency and performance. We see this trend increasing in other EP segment target applications. We offer a broad portfolio of digital and analog power management solutions that deliver benchmark power density, efficiency and performance. The EP segment's key products include our DirectFET® discrete products, CHiL digital PWM controllers, power monitoring products, XPhase®, SupIRBuckTM, iPOWIR® voltage regulators, Low voltage ICs, and PowIRstagesTM.

HiRel – Our HiRel segment provides high-reliability power components and sub-assemblies designed to address power management requirements in mission critical applications including satellites and space exploration vehicles, military hardware, and other high reliability applications such as commercial aircraft, undersea telecommunications, and oil drilling in heavy industry, as well as products used in biomedical applications.  Our HiRel segment has a legacy of more than thirty years of experience in many of these applications, has developed strategic relationships with major system integrators worldwide and has the knowledge, technology and processes required to meet the requirements of customers in the high-reliability markets.  The HiRel segment's key products include our RAD-Hard discretes, RAD-Hard ICs, power management modules, DC-DC converters, High Temperature converters, and Energy Storage Systems.

Our goal is to establish leadership in core technologies and expertise related to the solutions we offer, as follows:

Proprietary process technology - Our manufacturing efforts are heavily focused on proprietary processes that support our power management products. As products decrease in size and increase in functionality or power density, our wafer fabrication facilities must be able to manufacture power management solutions with deep sub-micron pattern widths or ultra thin wafers. This precision fabrication carries over to assembly and test operations, where advanced packaging technology and comprehensive testing are required to address the ever increasing performance and complexity of our integrated circuits or power devices.

Packaging technology - Innovative packaging technology can help to address growth opportunities within our business segments by helping our products to deliver better efficiency, enhanced functionalities and performances, as well as the various physical sizes required by our customers. We have developed a number of proprietary packaging technologies to support our broad portfolio of power management semiconductors. We also have developed specific packaging technologies to help enhance our offerings in particular applications. Our DirectFET2® package for automotive applications is an example of the use of our packaging technology adapted to a specific industry application. This package provides low die free package resistance, low top-side thermal impedance and low package inductance with no wire bonds or molding.

Application expertise - With the world continuing its focus on energy conservation, we develop technologies that advance the state of the art in energy‑efficiency for power management semiconductors. Our technologies help address the following: thermal management, which is the management of the heat load within an application; high frequency, which is the challenge in our customer’s applications of placing components closer together that use less energy; high voltage, which is the challenge of moving a high amount of energy within an application; and cost reduction, which is the challenge of combining elements in smaller and smaller chips and smaller power management architecture at a lower cost.

Design engineering capabilities - Our power management semiconductors provide valuable solutions to our customers. Our solutions solve specific design problems in energy efficient applications ranging from feature-rich consumer devices to space constrained applications such as in computing or in IT systems. This is demonstrated by our development of the SupIRBuckTM integrated voltage regulator for Point-of-Load (“POL”) applications in conventional technologies and our development of Gallium Nitride (“GaN”) technology for use in emerging technologies.

3




The building of an efficient and flexible manufacturing and supply chain. Our manufacturing strategy is to build our products using a mix of internal factories and external contract manufacturers, whether for wafer fabrication or assembly and test. In particular, we prefer to use our internal factories primarily to manufacture new products and products where we utilize proprietary technologies, and external foundries and contract manufacturers to supplement our internal capacity, as well as respond to changes in demand for wafer fabrication and back-end assembly and test. During fiscal year 2014 we continued efforts to provide us with additional flexibility to adjust our internal manufacturing footprint to changes in demand by qualifying additional technologies and higher value-added products and programs with our contract wafer fabrication and assembly and test suppliers.  During fiscal year 2014 we targeted external contractors for up to 30 percent of our wafer fabrication needs and 75 percent of our packaging needs. We will continue to monitor the demand environment and we may seek to further adjust our operational footprint and take other actions to reflect changes in demand in future periods. As our reliance upon external foundries and contract manufacturers’ increases, we are exposed to a higher degree of manufacturing and supply chain risk (See Part I, Item 1A, “Risk Factors”).

Strategic relationships with Tier One Original Equipment Manufacturers (“OEMs”), Original Design Manufacturers (“ODMs”), and Distributors. We seek to expand our relations with industry leaders and develop business relationships with key OEMs, ODMs, and distributors, in each of our target markets in order to be able to deliver advanced solutions to our customers. As part of our strategy, we bring to our customers an experienced technical sales team that is recognized for their ability to assist customers in providing power management solutions for the customers’ immediate and longer-term technology and product requirements. These technical sales teams are comprised of account managers and field application engineers. These teams interface with our customers and work closely with their designers and purchasing organizations to integrate our products and/or solutions into theirs to achieve the desired results. To better understand and respond to our customers’ longer-term needs, our technical sales teams often facilitate communication from customers to the IR respective marketing and design center teams who try to address their evolving technological needs.

4


Products and Technology

The following table summarizes the types of products and end-market applications for our customer segments:
(In thousands)
Power Management
Devices
Energy Saving
Products
Automotive Products
Enterprise Power
HiRel
Revenues by Fiscal year
 
 
 
 
 
2014
$411,967
$209,450
$149,646
$133,947
$200,412
2013
$367,762
$176,386
$124,695
$116,302
$188,831
2012
$367,913
$243,340
$113,353
$132,164
$192,229
Primary product function
Power conversion and management which include the lowest RDS(on) and widest range of packages for a diverse range of applications.
Integrated design platforms that enable customers to add energy‑conserving features that help achieve lower operating energy costs and overall system manufacturing bill of material costs.
Provide high performance and energy saving solutions for a broad variety of automotive systems, ranging from typical 12V power net applications up to 1200V hybrid electric vehicle power management solutions.
Power management system solutions that deliver power density, efficiency and performance in enterprise power.
Discrete components, complex hybrid power module assemblies and rugged DC-DC converters utilize leading-edge power technology together with demanding environmental specifications.
Type of products
Trench HEXFET® MOSFETs, discrete HEXFET® MOSFETs, dual HEXFET® MOSFETs, FETKY®, DirectFET®s
High voltage ICs, Digital control ICs, iRAM integrated power modules, IGBTs
HVICs, intelligent power switch ICs, power MOSFETs including DirectFET®, IGBTs, Diodes and advanced power modules
CHil Digital PWM Controllers, Low voltage ICs, DirectFET®s, SupIRBuck™, XPhase® , iPOWIR®, and PowIRstagesTM
RAD-Hard MOSFETs RAD-Hard ICs, power modules/hybrid solutions, motor controls, DC-DC converters, high temperature converters, Energy Storage Systems
End applications
Power supply, data processing, tele-communications and industrial and commercial battery-powered systems
Motor control appliances, industrial automation, lighting and display, audio and video
AC and DC motor drives of all power classes, actuator drivers, automotive lighting (such as high intensity discharge lamps), direct fuel injection in diesel and gasoline engines, hybrid electric vehicle power train and peripheral systems in micro, mild, full and plug-in hybrids or electric vehicles, as well as for body electronic systems like glow plugs, PTC heater, electric power steering, fuel pumps, HVAC and rear wipers
Servers, storage, routers, switches, infrastructure equipment, notebooks, graphic cards, gaming consoles
Satellites, space exploration vehicles, military hardware and other high-reliability hardware such as commercial aircraft, undersea telecommunications, oil drilling, high reliability devices in heavy industry and biomedical
    
Not included within our customer segments or the above table is our Intellectual Property (“IP”) segment, which contributes royalty revenues from our licensing or sale of intellectual property. Our IP segment reported $1.1 million of revenues for fiscal year 2014. For additional financial information concerning our segments, see Part II, Item 7, “Management’s Discussion and Analysis – Revenues and Gross Margin.”

5


Manufacturing

Semiconductor manufacturing involves two primary phases of production: wafer fabrication, and assembly and test. Wafer fabrication requires a sequence of process steps that expose silicon wafers to chemicals that change their electrical properties. The chemicals are applied in patterns that define cells or circuits within numerous individual devices, termed “die” or “chips” on each wafer. Assembly and test is the sequence of production steps that divides the wafer into individual chips and encloses the chips in structures, termed “packages” which make them usable in a circuit. Power semiconductors generally use process technology and equipment already proven in the manufacturing of ICs.

The table below provides information about our manufacturing facilities and products:
Facility and Approximate Total Size
Products
Fabrication Facilities
 
Temecula, California, 414,000 sq. ft.
Wafer fabrication of HEXFET® power MOSFETs, IGBTs, HEXFREDS, IC's, High Reliability products including Radiation Hardened HEXFET® power MOSFETs

Mesa, Arizona, 35,000 sq. ft.
Epitaxial Silicon film deposition wafer production for HEXFET®, power MOSFETs, IGBTs and IC products
Newport, South Wales, U.K. 451,000 sq. ft.
ICs, power MOSFETs, IGBTs, and GaN

Singapore, 60,000 sq. ft.
Ultra-thin wafer processing of power MOSFETs and IGBTs

St. Paul, Minnesota, 17,000 sq. ft.
Epitaxial wafer production for power semiconductor devices

Assembly and Test Facilities
 
Leominster, Massachusetts, 72,000 sq. ft.
For the High Reliability market: RAD-Hard MOSFETs, RAD-Hard ICs, power modules/hybrid solutions, and motor controls
San Jose, California, 34,000 sq. Ft.
High Reliability DC/DC converters

Tijuana B.C., Mexico, 195,000 sq. Ft.
HEXFET®, power MOSFETs, IGBT, High Reliability Discretes, and DirectFET


As discussed above under “Business Strategy: The building of an efficient and flexible manufacturing and supply chain”, where we describe our manufacturing strategy, we use third party foundries for wafer fabrication as well as third party contract manufacturers for back-end assembly and test of products in facilities inside and outside of the United States.

Marketing, Sales and Distribution

For the fiscal year ended June 29, 2014, we derived approximately 61 percent, 32 percent and 7 percent of our revenues from sales to distributors, OEMs, and contract manufacturers, respectively. Our sales organization consists of sales employees, field application engineers and inside sales employees, as well as external sales representatives. We divide our sales team into regional sales organizations in the Americas, Europe, Asia Pacific and Japan. Our regional sales organizations are supported by the business unit groups within each of our reportable segments which coordinate the marketing activities for their respective products.  The regional sales organizations are also supported by a global logistics organization which manages owned warehouses, as well as relationships with third party delivery hubs. Product orders flow to our manufacturing facilities or third party contract manufacturers, which make the products. The products are then shipped through owned warehouses or third-party delivery hubs for delivery to the customers.

The primary function of our sales organization is demand creation activities to help identify sales opportunities within our key customer applications, assist our customers in designing our products into their applications and provide longer-term solutions based on our customers’ technology and product plans and requirements. In many circumstances, we sell our products to the contract manufacturer of the OEM.

6


The primary goal of our marketing organization is to collect and consolidate inputs from our customers and sales team and integrate this knowledge with information gathered from our research and development (“R&D”) group to develop enhanced solutions that can address our customers’ power management requirements. Our marketing activities involve, among other things, using existing products to improve efficiency, density and/or cost of customers’ power solutions, as well as assessing and developing new solutions to exceed the capabilities of products and solutions currently available in the market.
   
We utilize our distributors’ sales forces, account networks, inventory programs and logistics services to provide our customers with order fulfillment options, products, and flexibility. A significant portion of our sales to distributors are subject to agreements which may include standard stock rotation and price protection provisions, as well as ship and debit rights.

For financial information about the results of our geographic areas for each of the last three fiscal years, refer to Part II, Item 8, Note 11, “Segment Information” of Notes to Consolidated Financial Statements. For the risks attendant to our foreign operations, see Part I, Item 1A, “Risk Factors – Our international operations expose us to material risks, including risks under U.S. export laws.”

Customers

Our devices are incorporated into subsystems and end products manufactured by other companies. Our customers include distributors, OEMs and contract manufacturers. The majority of our products in our customer segments, which include the PMD, ESP, AP, EP, and HiRel segments, are sold directly to distributors or OEM customers. During the fiscal years ended June 29, 2014, June 30, 2013, and June 24, 2012, sales to two of our largest distribution customers, Weikeng International and Arrow Electronics, were approximately 14.3 percent and 10.7 percent, respectively, 12.8 percent and 10.4 percent, respectively, and 12.2 percent and 10.9 percent, respectively, of consolidated revenues. Also, some of our segments have several large customers who are individually significant to their respective segments.

For financial information about geographic areas, please see Part II, Item 8, Note 11, “Segment Information” of Notes to Consolidated Financial Statements.

Competitors

We believe that our comprehensive line of power management products and our ability to combine our silicon products into compact, cost-effective packages and system‑level solutions differentiates us from our competition. Our products compete with products manufactured by others, in varying degrees, on the basis of enabling capability, performance, reliability, quality, price, and service (including technical advice and support).

Generally, the semiconductor industry is highly competitive, and subject to rapid price fluctuations, cyclical demand and product design changes. We face significant competition in each of our product lines from well-established U.S. and international semiconductor companies. Several of our competitors are larger companies with greater financial resources with which to pursue design, manufacturing, marketing and distribution of their products.

Our major competitors by segment for the fiscal year ended June 29, 2014 were as follows:
Segment:
Competitors (alphabetical)
Power Management Devices
Fairchild, Infineon, ON Semiconductor, Renesas, STMicroelectronics, Toshiba, and Vishay
Energy Saving Products
Fairchild, Infineon, IXYS, Mitsubishi, NXP, ON Semiconductor, Renesas, STMicroelectronics, and Toshiba
Automotive Products
Fairchild, Infineon, NXP, STMicroelectronics, and Vishay
Enterprise Power
Fairchild, Infineon, Intersil, Maxim, and Texas Instruments
HiRel
Aeroflex, Microsemi, MS Kennedy, and VPT


7


Research and Development

Our R&D program focuses on the advancement and diversification of our technology platforms and products, as well as next generation technologies. We continue to commit substantial resources to R&D to generate new patents and other intellectual property related to our technologies and products. For fiscal year 2014 we spent $130.8 million (11.8 percent of revenues) on R&D activities.

Technology platforms supported include our power management IC platforms, our MOSFET and IGBT switch platforms, as well as packaging /multichip module platforms such as PowIRstage®, SupIRbuck® and iRAM PS multi-chip modules. Our R&D effort also focuses on developing longer term, broadly applicable new technologies such as GaNpowIR®, our proprietary GaN on Si based power conversion device platform. Based on all these platforms, we have been developing and introducing power management products and new architectures for the next-generation of applications, including new gaming consoles, high-performance servers, hybrid vehicles and energy‑efficient appliances.

We maintain and operate a global network of product design centers. During fiscal year 2014, we continued to introduce advanced power management solutions that drive high performance computing and save energy across our served market segments. These products included: a) integrated power stage devices, b) ICs and chipsets improving power density and efficiency in DC-DC applications found in high performance computers and servers, c) the continued expansion of our CHiL digital controllers and DirectFET® product families, d) ICs for Class D audio, electronic lighting ballasts and motor control, e) GaNpowIR® devices, f) our SmartRectifier™ ICs helping computer and consumer entertainment devices meet emerging system and standby power regulations, g) radiation hardened DC-DC converter modules for space satellite power applications, and h) expansion of our IGBT and MOSFET switch product families.

Backlog

        Our sales are generally made on a purchase order basis, with lead times varying depending on market conditions and internal capacity factors. Customers are generally not subject to long-term contracts. However, we have from time to time entered into long-term supply agreements with certain customers. These long-term supply agreements generally do not contain minimum purchase commitments, and products to be delivered and the related delivery schedules under these long-term contracts could be frequently revised to reflect changes in customer needs. Because of these factors, our backlog at any particular date is not necessarily representative of actual sales for any succeeding period and we believe that our backlog is not a meaningful indicator of future revenues.

Seasonality

Our revenues are affected by the cyclical nature of the business of the end users of our products and the trends in our customers’ end markets. As a result, our results typically vary within a given customer segment across a fiscal year as conditions in end user markets change and also in response to macro-economic and industry long-term trends and business cycles.


8


Intellectual Property

We continue to make significant investments in developing, making use of and protecting our Intellectual Property ("IP"). In the past fiscal year, we added approximately 105 patents worldwide to our patent portfolio. We have approximately 960 issued unexpired U.S. patents and approximately 690 patent applications pending worldwide. We are also licensed to use certain patents owned by others. We have several registered trademarks in the United States and abroad, including the trademarks HEXFET® and DirectFET®. We believe that our IP contributes to our competitive advantage, and we are committed to enforcing and defending our intellectual property rights, including through litigation if and when necessary.

We report revenues from the sale and/or licensing of our technologies and manufacturing process know-how, as well as settlements of claims brought against third parties in our IP segment.  In fiscal years 2014, 2013 and 2012, we received $1.1 million, $3.1 million and $1.6 million of royalty revenues, respectively.  IP segment revenues are dependent on our licensed MOSFET, HVIC and package technology patents, the continued enforceability and validity of those patents, the ability of our competitors to design around our technology or develop competing technologies, and general market conditions.  The continuation of such revenues is subject to a number of risks (see Part I, Item 1A, “Risk Factors—Our ongoing protection and reliance on our IP assets expose us to risks”). We continue to derive royalty revenues from HVIC and package technology patents, and from time to time, we enter into opportunistic licensing arrangements that we believe are consistent with our business strategy.

Aside from our HVIC and package technologies, our IP strategy has been to use our IP primarily for the design and development of a value‑added family of products, and to defend those products in the marketplace.  In our IP segment, we continue to evaluate licensing of technologies or fields of use that have application beyond our product groups or which no longer align with our long-term business strategies for our product groups.  We also target certain technologies for licensing that we believe help establish our product platforms and structures as industry standards and thereby enhance the growth of our products in various end market applications.

Environmental Matters

Federal, state, local and foreign laws and regulations impose various restrictions and controls on the storage, use and discharge of certain materials, chemicals and gases used in our semiconductor manufacturing processes, and on the operation of our facilities and equipment. We believe we use reasonable efforts to maintain a system of compliance and controls for these laws and regulations. Despite our efforts and controls, from time to time, issues may arise with respect to these matters.

Additionally, under some of these laws and regulations, we could be held financially responsible for remedial measures if properties are contaminated or if waste is sent to a landfill or recycling facility that becomes contaminated. We may also be subject to common law claims if released substances damage or harm third parties. We cannot make assurances that changes in environmental laws and regulations will not require additional investments in capital equipment and the implementation of additional compliance programs in the future, which could have a material adverse effect on our results of operations, financial position or cash flows, as could any failure by or violation of us to comply with any prior, current or future environmental laws and regulations.

Our disclosures regarding the matters set forth in Note 15, “Environmental Matters,” to our Notes to the Consolidated Financial Statements set forth in Part II, Item 8, herein, are incorporated herein by reference. (See also Part II, Item 1A, “Risk Factors.”)

Employees

As of June 29, 2014, we had 4,165 employees, with 1,636 employed in the U.S., 1,470 in Mexico, 634 in Europe, and 425 in Asia. As of June 29, 2014, none of our U.S. employees had collective bargaining agreements and we consider our relations with our employees to be good. In some jurisdictions outside the United States, from time to time, employees may be covered by certain statutory, special or other arrangements, such as collective bargaining agreements. Additionally, employees may participate in collective groups like work councils, that may seek benefits for covered personnel. We believe our relationships with such organizations are also generally good.


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Executive Officers of the Registrant

The following sets forth certain information with respect to each person who is currently an executive officer of the Company:

Name
Age
Position
Oleg Khaykin
49
President and Chief Executive Officer
Ilan Daskal
49
Executive Vice President and Chief Financial Officer
Gary Tanner
62
Executive Vice President and Chief Operations Officer
Michael Barrow
60
Executive Vice President, GaN Technologies
Adam White
40
Senior Vice President, Global Sales
Timothy Bixler
47
Vice President, Secretary and General Counsel
 
Oleg Khaykin has served as a Director, President and CEO of our Company since March 2008. Prior to joining us, Mr. Khaykin served most recently as the Chief Operating Officer of Amkor Technology, Inc. (“Amkor”), a leading provider of semiconductor assembly and test services, which he joined in 2003 as Executive Vice President of Strategy and Business Development.  Prior to his work at Amkor, Mr. Khaykin most recently served as Vice President of Strategy and Business Development at Conexant Systems Inc. (“Conexant”) and its spin-off, Mindspeed Technologies Inc., where he held positions of increasing responsibilities from 1999 to 2003.  Prior to Conexant, he was with the Boston Consulting Group, a leading international strategy and general management consulting firm, where he worked with many European and U.S. firms on a broad range of business and management issues, including revenue growth strategies, operational improvement, mergers and acquisitions, divestitures, and turnaround and restructuring. Mr. Khaykin holds a BSEE with University Honors from Carnegie-Mellon University and an MBA from the J.L. Kellogg Graduate School of Management.  Mr. Khaykin is, and has been since September 2010, a member of the board of directors of Newport Corporation. Mr. Khaykin was a member of the board of directors of Zarlink Semiconductor Inc. from November 2007 to October 2011.

Ilan Daskal joined us in October, 2008 as Executive Vice President and Chief Financial Officer. Prior to joining the Company, Mr. Daskal held senior financial positions with Infineon Technologies since 2001, most recently serving as Vice President of Finance & Business Administration for Infineon’s North American Communications Business Group. Before that, Mr. Daskal held senior financial management and strategy positions at several Israeli technology companies, including Savan Communication, a firm that was acquired by Infineon while Mr. Daskal was Chief Financial Officer.

Gary Tanner has served as Executive Vice President and Chief Operations Officer since January 2013. Mr. Tanner served as Chief Executive Officer at Zarlink Semiconductor Inc. (“Zarlink”), from May 2011 to October 2011, when Zarlink was acquired by Microsemi Corporation in October 2011.  Prior to his role as Chief Executive Officer of Zarlink, from November 2009 to May 2011, Mr. Tanner served as Chief Operating Officer at that company.  Mr. Tanner joined Zarlink in August 2007 as Senior Vice President of Worldwide Operations via the acquisition of Legerity, Inc., where Mr. Tanner served as the Head of Operations. Before Zarlink, Mr. Tanner worked for nine years at Intel Corporation, where he held various positions managing domestic and international manufacturing operations.  Prior to Intel, Mr. Tanner held various management positions in fab operations at National Semiconductor, Texas Instruments and NCR.  Mr. Tanner is and has been since July 2012, a director of STATS ChipPAC Ltd.  Prior to joining the Company, Mr. Tanner was the principal in GWT Consulting and Investments LLC, a firm that provided consulting services to the Company from January through December 2012.

Michael Barrow is and has been since January 2013, Executive Vice President, GaN Technologies of the Company. Mr. Barrow had previously served the Company as Executive Vice President and Chief Operations Officer from the time he joined the Company in April 2008 through December 2012. Prior to joining IR, Mr. Barrow most recently served as Senior Vice President of the Flip Chip and Wafer Level Business Unit for Amkor Technology, Inc., where Mr. Barrow served in various positions since late 2003. Prior to his work at Amkor Technology, Inc., Mr. Barrow served 12 years in various leadership roles at Intel Corporation (“Intel”), most recently as Technology General Manager of Intel’s Communications Group.


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Adam White was appointed Senior Vice President, Global Sales of the Company in July 2011. Mr. White joined us in 1996 and held various technical, manufacturing and marketing positions during his initial years with the Company, and various positions in the areas of business development and sales in his more recent years with the Company.  For more than the past six years, Mr. White held various positions in increasing leadership in business development and sales, most recently since January 2010 in the position of Senior Vice President, Worldwide Sales, focusing on Company commercial demand creation.  Mr. White holds a Bachelor of Engineering, Electronics and Electrical Engineering with Diploma in Industrial Studies, BEng (Hons), DIS from University of Loughborough, United Kingdom.

Timothy Bixler joined us in July 2008 as Vice President, Secretary and General Counsel. Prior to joining us, Mr. Bixler held a number of legal department roles with General Electric since 2001, most recently serving as Senior Business Counsel of the Homeland Protection Business. Prior to his work at General Electric, Mr. Bixler served as General Counsel for eMD.com and also served as counsel for Ashland Inc./APAC, Inc. Mr. Bixler also spent three years at the law firm of Arnall, Golden & Gregory.


Available Information

We file with the SEC, pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (“Exchange Act”), annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished. These reports may be accessed at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information about us. The SEC’s internet address is http://www.sec.gov.

Our internet address is http://www.irf.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We also make available, free of charge, through our corporate governance website, our corporate charter (our Certificate of Incorporation, as amended), Bylaws, Corporate Governance Guidelines, the charters of the committees of our Board of Directors, Code of Ethics and other information and material, including information about how to contact our Board of Directors, the committees of our Board of Directors and their members. To find this information and materials, visit our corporate governance section of our website at www.irf.com.

Information made available on our website is not incorporated by this reference into this report.

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ITEM 1A. RISK FACTORS

Statement of Caution Under the Private Securities Litigation Reform Act of 1995

In this Annual Report on Form 10-K we have included some statements and other information that are not historical facts but are “forward‑looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The materials presented can be identified by the use of forward‑looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “should,” “view,” or “will” or the negative or other variations of those words. We caution that these statements are subject to a number of uncertainties, and actual results may differ materially. Factors that could affect our actual results include those set forth below under “Factors that May Affect Future Results” and other uncertainties disclosed in our reports filed from time to time with the SEC. You should read these factors in conjunction with the factors discussed elsewhere in this and our other filings with the SEC and in materials incorporated by reference in these filings. These factors are intended to highlight certain items that may affect our financial condition and results of operations and are not meant to be an exhaustive discussion of risks that apply to companies like ours.

Like other companies, we are susceptible to macroeconomic downturns in the United States or abroad. Similarly, the price of our securities is subject to volatility due to fluctuations in general market conditions, actual financial results that do not meet our and/or the investment community’s expectations, changes in our and/or the investment community’s expectations for our future results and other factors, many of which are beyond our control.

Unless required by law, we undertake no obligation to publicly update or revise any forward looking statements, to reflect new information, future events or otherwise.

Factors That May Affect Future Results

The proposed merger with Infineon may disrupt our business and, if the merger does not occur, our stock price may decline, we will have incurred significant expenses, and we may need to pay a fee to Infineon.

As previously announced, on August 20, 2014 we entered into a merger agreement with Infineon Technologies AG (“Infineon”) pursuant to which Infineon will acquire all of our common stock for $40 per share in cash (the "Merger"). The Merger, whether or not consummated, may result in a loss of key personnel and may disrupt our sales and marketing or other key business activities, including our relationships with third parties, including customers, which may have an adverse impact on our financial performance. The merger agreement in general requires us to operate our business in the ordinary course pending consummation of the Merger, but includes certain contractual restrictions on the conduct of our business that may affect our ability to execute on our business strategies and attain our financial goals. Additionally, we have incurred and will continue to incur substantial financial advisory, legal, and other professional fees and expenses in connection with the Merger, which must be paid even if the Merger is not completed.

The obligation of Infineon to complete the Merger is subject to several conditions, including the adoption of the merger agreement by the affirmative vote of the holders of at least a majority of our outstanding shares of common stock and the receipt of certain regulatory approvals, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended, certain foreign antitrust approvals and clearance by the Committee on Foreign Investment in the United States. These conditions are described in more detail in the merger agreement, which will be filed as an exhibit to the Company's Current Report on Form 8-K to be filed with the SEC on or about August 22, 2014. There is no assurance that each of the conditions set forth in the merger agreement will be satisfied or that the Merger will occur when or as expected. If the Merger is not completed, the share price of our common stock may change to the extent that the current market price of our common stock reflects an assumption that the Merger will be completed.

Under certain circumstances, if the Merger is not completed, we may be required to pay Infineon a termination fee of $70 million or pay $15 million to reimburse Infineon for its transaction related expenses.


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The price of our common stock has fluctuated widely in the past and may fluctuate widely in the future.

Our common stock, which is traded on the NYSE, has experienced and may continue to experience significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in financial results and earnings, financial performance and other activities of other publicly traded companies in the semiconductor industry could cause the price of our common stock to fluctuate substantially. Any similar fluctuations in the future could adversely affect the market price of our common stock.

General Economic Conditions Continue to be Uncertain and Could Materially Adversely Affect our Business.

Like many other businesses, our business is subject to the global macroeconomic environment and a number of general economic and regulatory factors, which have been and remain uncertain and potentially volatile including interest rates, recession, inflation, exchange rates, consumer credit availability, consumer debt levels, health care costs and governmental policy, tax rates and tax policy, unemployment trends and other matters that influence business and consumer confidence and spending.

These factors could negatively affect our business, operating results and financial condition in a number of ways, including increasing our costs or imposing practical limits on pricing, both of which could lower our profit margins and have a material adverse effect on our results of operations and financial condition. If business or consumer spending decreases or fails to develop, or general economic conditions deteriorate, we could experience significantly diminished demand for our products, which would also materially adversely affect our operating results and financial condition. In addition, if the financial condition of our customers, including our distributors, is adversely affected, our revenues could be substantially lower and some parties may not pay us or may delay paying us for products. Also, if the banking system or the financial markets were to deteriorate, our investment portfolio may be impacted, and the values and liquidity of our investments could be adversely affected.

Adverse changes in end-market demand, due to downturns or other changes in the semiconductor industry, cyclicality, seasonality, or economic factors, could adversely affect our operating results and the value of our business.

The semiconductor industry is cyclical and often very volatile. We compete in many end markets and service thousands of customers, whether directly or through distribution. Our target markets have wide fluctuations in product supply and demand, and also experience significant downturns, often in connection with actual or anticipated declines in general economic conditions, industry inventory levels and maturing product cycles. The market value of our business may decline during the down portion of cycles or rapid adverse changes in demand. We can also experience sharp declines in end-market demand, leading to under-utilization of our manufacturing capacity and declining revenues and gross margins. In addition, in those circumstances, we have previously recorded significant charges to recognize impairment in the value of some of our manufacturing equipment, the costs to reduce the size of our workforce and exit facilities, and other restructuring costs, and could do so again in the future.

Some of our business segments also experience annual seasonality with wide fluctuations of supply and demand, which may result in significant quarter to quarter fluctuations in revenues and gross margins in those segments.

Changes in the mix of customer demand can materially adversely affect our operating results and require additional investments in production capacity.

We try to anticipate customer demand and plan our investments in manufacturing capacity and production to match anticipated demand. Also, some of our products can be sold at relatively higher gross margins than others. As a result, if the mix of customer demand changes to a mix other than what we anticipated or changes to a mix of products with relatively lower gross margins, we may experience a reduction in our revenues and gross margins.

Additionally, a mismatch between our inventories and customer demand, could result in our having inventories of products that may not be sellable and not enough product of the proper mix to meet demand. These factors may result in the need to write-off unsellable inventories and/or loss of sales and revenue. If the mix of customer demand requires us to increase our production capacity for particular products, we could incur additional costs and delays associated with the introduction of new products and start-up of new facilities and production lines. As a result of these effects, adverse changes in the mix of customer demand could materially adversely affect our operating results and financial condition.


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If the demand for our products or a particular mix of our products increases faster than we anticipate or are able to produce, we may not be able to satisfy the demand with our planned available capacity, which could limit our revenue growth potential and expose us to loss of design and sale opportunities, and potential liability.

During rapid demand or product mix changes, product manufacturing lead times may increase and we may have challenges being able to meet the demand, especially for particular product lines. We attempt to procure internal or external capacity to meet our demand forecast and our customer demands for particular products. However, since additional capacity can take up to six months or more to obtain and install, if the demand for our products or a particular mix of our products increases at a rate faster than we anticipate or are able to produce, we may not be able to increase our internal and external manufacturing capacity fast enough to satisfy the higher demand.  As a result, our revenue growth may be limited by internal or external manufacturing capacity available to us.

To the extent we are not able to satisfy customer demands timely or otherwise, we may also lose design and sales opportunities which could have a material adverse impact on our results of operations.

To the extent we are not able to satisfy our contractual obligations to fulfill products, we may also be subject to potential claims. While we would defend ourselves vigorously against any such claims, large claims, if found meritorious, could have a material adverse effect on our results of operation and financial condition.

The semiconductor industry is highly competitive and increased competition could result in lower prices for our products and adversely impact our future profitability.

The semiconductor industry is highly competitive. Price pressures often exist as competitors attempt to gain a greater market share by lowering prices or by offering a more desirable technological solution. Product alternatives from competitors can also reduce our ability to win customer designs and reduce sales generally. To the extent our competitors are larger and have greater financial and other resources than we have, they may be able to compete on a stronger basis than us. Pricing and other competitive pressures can adversely affect our revenues and gross margin, and hence, our profitability.

New technologies could result in the development of new more competitive products and a decrease in demand for our existing products, and we may not be able to develop new products to satisfy changes in demand.

Rapidly changing technologies, design cycles, new product introductions and changing industry standards, characterize the semiconductor industry. Therefore, our financial performance depends on our ability to design, develop, manufacture, assemble, test, market, sell and support new products and enhancements on a timely and cost-effective basis. As a result, we must spend substantial resources on research and development and manufacturing capability for new products and technology platforms, including our Gallium Nitride technologies. We cannot guarantee that we will develop the new products and platforms ahead of competitors in the market. If we do not develop new technologies or timely react to changes in existing technologies we could have lower revenues and a loss of market share relative to our competitors.

We do not know if we will successfully identify and capitalize on new product opportunities or develop and bring new products to market in a timely and cost-effective manner (including our Gallium Nitride technologies), or that products or disruptive technologies developed by others will not render our products or technologies obsolete or noncompetitive in the future. In addition, to remain competitive, we must continue to reduce wafer costs, decrease die sizes and improve manufacturing yields across our product lines. We do not know if we can accomplish these goals. In addition, if there is a fundamental shift in technologies or if we do not capitalize on our new Gallium Nitride technology before others, our competitive position within the industry would be materially and adversely affected.

Delays in production at our new manufacturing facilities or at third party manufacturers, implementing new production processes or resolving problems associated with production or malfunctions could adversely affect our manufacturing capacity and efficiencies.

Our manufacturing processes are highly complex, require advanced and costly equipment and are continuously being modified in an effort to improve yields and product performance. Impurities, defects or other difficulties in the manufacturing process can lower product yields and increase costs. Our manufacturing capacity and efficiency are important factors in our profitability. We cannot promise that we will be able to maintain or increase our manufacturing capacity and efficiency to the same extent as our competitors or enough to be able to meet demand.


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Our strategy for increased, efficient and flexible, capacity has also included the greater use of third party manufacturers for wafer and product assembly and testing. We are also constructing a new wafer thinning facility in Singapore. We have at times experienced difficulty completing construction at new facilities, in beginning production at new facilities or third party manufacturers, or in changing processes for existing products or moving and qualifying product lines to new locations. We have also from time to time experienced delays in our ability to increase capacities, delays in product deliveries and reduced yields. Additionally, from time to time, there are market constraints on our ability to obtain necessary production equipment from third party equipment manufacturers. As a consequence, our plans to adjust our manufacturing and achieve the needed capacity efficiency and flexibility, including our ability to hire staff and make our new wafer thinning facility in Singapore operational at the production levels needed for our business in a timely and cost-effective way, could be delayed or not achieved at all.

We also may experience manufacturing problems in achieving acceptable yields, experience product delivery delays, and/or quality issues in the future, as a result of, among other things, capacity constraints, construction delays, delays in upgrading or expanding existing facilities, changing our process technologies or qualifying third party manufacturers to produce our products. As a result of any of these factors, we could have a material loss of revenues or an inability to meet customer demands. Also, our operating results have in the past been, and in the future would be adversely affected, even materially, by low utilization of our production capacity, if due to these factors our facilities are not operating at an efficient level.

Our ongoing protection and reliance on intellectual property assets expose us to risks.

We have traditionally relied on our patented and other proprietary technologies for protection of the products we sell and for licensing revenues. Enforcement of our rights is costly, risky and time consuming. We cannot provide assurance that we can successfully continue to protect our intellectual property rights, especially in foreign markets.

We have limited recurring revenue from licensing agreements for existing patents and proprietary technologies; however, we may enter into opportunistic licensing arrangements that we believe are consistent with our business strategy. What royalty income we obtain is largely dependent on the following factors: the level of product sales and mix of products sold by licensees, the introduction and sale of products by our licensees that are not covered by our patents and proprietary technologies; the defensibility and enforceability of our patents and proprietary technologies; changes in our licensees' unit sales, prices or die sizes; the terms, if any, upon which expiring license agreements are renegotiated; and our ability to obtain revenues from new licensing opportunities.

We cannot assure that we will obtain new licenses to produce royalties or that we will continue to receive royalties from existing licenses in the future. While we try to predict the effects of these factors, often there are variations or factors that can significantly affect results to be different from that predicted. Accordingly, we cannot assure that our predictions of our IP segment revenues will be consistent with actual results, nor can we guarantee any level of our future royalty income.

Our failure to obtain or maintain the right to use certain technologies expose us to risks and could negatively affect our financial results.

Our future success and competitive position may depend in part upon our ability to obtain or maintain certain proprietary technologies used in our products. Our ability to maintain these technologies is achieved in part by defending and maintaining the validity of our patents, defending claims of infringement brought by our competitors and other third parties, and at times by asserting intellectual property claims against third parties. We have in the past asserted intellectual property claims against others and may do so again in the future. We can also be subject to claims and lawsuits in which it is alleged that we have infringed upon the intellectual property rights of others or that our claims of rights are narrow or invalid. We also license certain patents and other technologies owned by others for use in our products and processes.


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Our involvement in existing and future intellectual property litigation could result in significant expense, adversely affect sales of the challenged product or technologies and divert the efforts and attention of our technical and management personnel, whether or not the litigation is resolved in our favor. If it is claimed or determined that we have infringed the rights of third parties, we may be exposed to substantial liability for damages or have our rights limited and may need to obtain licenses from the patent or other technology owners, discontinue, change our processes or products, or expend significant resources to develop or acquire non-infringing technologies. For intellectual property licenses we have, our ability to continue to use such technologies depends on our ability to maintain such licenses. We cannot promise that we would be successful in such efforts or that such licenses would be available under reasonable terms or that we would be successful in our claims against third parties. All of these factors and our failure to develop or acquire non-infringing technologies, to obtain licenses on acceptable terms, the occurrence of litigation itself or our failure to be successful in litigation could have a material adverse effect on our operating results and financial condition.

If some OEMs do not design our products into their equipment or if we do not convert design or program wins to actual sales, for whatever reasons, a portion of our revenues may be adversely affected.

A “design-win” or program award from a customer does not guarantee that the design or program win will result in future sales to that customer. We also are unable to assure that we will be able to convert any design or program wins into sales for the life of any particular program, or at all, or that the revenues from such wins would be significant. We also cannot promise that we will achieve any level of design or program wins. Without design or program wins from OEMs, we would only be able to sell our products to these OEMs as a second source, if at all. Once an OEM designs another supplier’s product into one of its product platforms, it is more difficult for us to achieve future design or program wins with that OEM’s product platform because changing suppliers involves significant cost, time, effort and risk. Achieving a design or program win with a customer also does not ensure that we will receive significant revenues from that customer. Accordingly, if OEMs do not design our products into their equipment or if we do not convert design or program wins to actual sales, for whatever reasons, our revenues may be materially adversely affected.

Third party interruptions, delays or material cost increases affecting our materials, parts or equipment may impair our competitive position and our operations.

Our manufacturing operations depend upon obtaining adequate supplies of materials, parts and equipment, including among other things, silicon, mold compounds, lead frames, fabrication and assembly equipment, on a timely basis from third parties. Our results of operations could be adversely affected if we were unable to obtain adequate supplies of materials, parts and equipment in a timely manner from our third party suppliers or if the costs of materials, parts or equipment increase significantly. From time to time, suppliers may discontinue products, extend lead times, limit supplies or increase prices due to capacity constraints, market conditions or other factors. For example, from time to time we experience material cost increases for commodity metals that are included in materials used in our manufacturing processes, and the future costs of these materials are uncertain. Additionally, we have a limited number of suppliers or sole suppliers for some materials, parts and equipment, and any interruption could materially impair our operations, our revenues, and adversely affect our ability to meet customer demand, and otherwise adversely affect our business, financial condition and results of operations.

Interruptions, delays or cost increases at our key facilities may impair our competitive position and our operations.

We manufacture a substantial portion of the semiconductor wafers for our products at our Temecula, California and Newport, Wales facilities and use third party manufacturers to produce the remaining portion of the semiconductor wafers used by us. Also, we assemble and test products at our Tijuana, Mexico facility and use third party contract manufacturers to assemble and test a larger portion of our products. Also, we rely increasingly on the use of our wafer thinning facility in Singapore as its production ramps. Any disruption of operations at these facilities or at other facilities where we manufacture products or where our products are manufactured, whether as a result of equipment malfunction or maintenance needs, natural or man-made disasters, or other effects could have a material adverse effect on our ability to generate revenues, meet customer demand and otherwise adversely affect our business, financial condition and results of operations.
    

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Our products may be found to be defective and, as a result, claims may be asserted by others, which may harm our business and our reputation with our customers and materially adversely affect our results and financial condition.

Our products are typically sold at prices that are significantly lower than the cost of the equipment or other goods in which they are incorporated. Although we maintain quality control systems, we ship large quantities of products to a wide range of customers around the world, for use in a variety of high profile and often critical applications. Those applications include, among others, space, aviation, servers, automotive and medical applications. In the ordinary course of our business, we receive claims that some of these products are defective or do not perform to published or agreed specifications. We could also receive claims that our products have caused personal injury or property damage. Since a defect or failure in our products could give rise to failures in the end products that incorporate them (and potential claims for consequential damages, or for injury or property damage, depending on applicable law and contract), we often need to defend against claims for damages that are larger than the revenues and profit we receive from the products involved. In addition, our ability to reduce the amount of these claims may be limited by the laws or the customary business practices of the countries where we do business. Even in cases where we do not believe we have legal liability for claims, we may choose to pay them to retain a customer's business or goodwill or to avoid the costs and attendant risks of protracted litigation. Our results of operations and business would be materially adversely affected as a result of significant alleged quality or performance issues in our products, or if we are required or choose to pay for the damages that result.

Although we currently have product liability and other types of insurance, we have certain deductibles and exclusions to such policies and may not have sufficient insurance coverage. We also may not have sufficient resources to satisfy all possible product liability or other types of product claims. In addition, in our HiRel segment, we are sometimes subject to government procurement regulations and other laws that could result in costly investigations and other legal proceedings as a consequence of allegedly defective products or other actions. Any perception that our products are defective would likely result in reduced sales of our products, loss of customers and harm to our business and reputation.

Our reliance on third party contractors to make semiconductor wafers and to assemble certain of our parts as a lower cost alternative may expose us to business risks.

A significant portion of our semiconductor wafers are fabricated by third party contractors and are assembled and tested by third party contractors. We have used these contractors as a lower cost alternative to in-house manufacturing, and to increase our capacity efficiency and manufacturing flexibility. We review these contractors' references, and historical manufacturing experience prior to the engagement of their services, and require oversight over their quality assurance processes. However, if we fail to adequately review the contractors' historical or current manufacturing processes, or if the contractors do not perform as needed, the quality of our products could be subject to higher failure rates, which could adversely impact our reputation and the growth of future business with our customers. Although we believe that parties to our third party manufacturing arrangements would have an economic motivation to succeed in performing their contractual responsibilities, there can be no assurance that these parties or any future parties will perform their obligations as expected.

From time to time and in the ordinary course of business we have commercial or product quality issues or disputes with such contractors, and there can be no assurance that other future disputes will not arise. In some instances, we do not have long-term agreements with our contractors. As a result, we do not have immediate control over our product delivery schedules or product quality. Due to the amount of time often required to qualify contractors and the high cost of qualifying multiple parties for the same products, we could experience delays in the shipment of our products if we are forced to find alternative third parties to perform contract services. Any delivery delays from contractors in the future could have a material adverse effect on our operating results and financial condition, and affect our ability to satisfy customer obligations. Also, the failure of these contractors to properly perform their obligations could prevent us from achieving greater capacity efficiency and flexibility, or result in returns or claims from customers arising from quality issues.
    

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We maintain a backlog of customer orders that is subject to cancellation, reduction or delay in delivery schedules, which may result in lower than expected revenues and gross margin.

With certain exceptions related primarily to products within our HiRel segment, we manufacture primarily pursuant to purchase orders for current delivery or to forecast, rather than under fixed supply obligations. The semiconductor industry is subject to rapid changes in customer outlooks or unexpected increases of inventory in the supply channel as a result of shifts in end-market demand generally or in the mix of that demand. Therefore, many of our purchase orders or forecasts may be revised or canceled without penalty. As a result, we must commit resources to the manufacturing of products, and a specific mix of products, often without significant advance purchase commitments from customers. Our inability to sell products after we devote significant resources to build them could have a material adverse effect on our inventory levels and value, our revenues and our operating results generally. Additionally, cancellation or significant reduction in significant customer programs, could materially affect our ability to achieve our revenues and gross margin targets.
    
We build and maintain inventory in order to meet our historic and projected needs, but cannot assure that our inventory will be adequate to meet demand, our commitments to customers or be salable at a future date.

We build and maintain inventory in order to meet our historic and projected needs, but cannot assure that we will accurately predict both the demand for our products and the lead times required to obtain the necessary materials, and build the proper mix and amount of inventory. If we fail to adequately predict demand and align inventory to that demand, we may not be able to meet our customer commitments for deliveries of product, and our revenues and gross margin may be adversely affected. To the extent we have made contractual commitments to customers, and do not satisfy those commitments, we may be exposed to claims for damages.

From time to time, we have unusually high inventory levels on hand relative to current sales. In these circumstances when we produce or have produced inventory that does not meet current or future demand, or customers revise forecasts or cancel orders, we may determine that certain of the inventory may only be sold at a discount or may not be sold at all, potentially resulting in the reduction in the carrying value of our inventory and a material adverse effect on our financial condition and results of operations.

Our distributors may return inventory which could negatively impact our financial results.

Many of our distributors have some rights to return inventory under stock rotation programs and also may return inventory with our approval or under certain circumstances. In addition, we have, from time to time, accepted, and may in the future accept, additional returns. If these distributors return a large amount of inventory, our operating results could be impacted by lower revenues and higher costs associated with inventory write-offs.

We receive a significant portion of our revenues from a relatively small number of customers and distributors.

Historically, a significant portion of our revenues has come from a relatively small number of customers and distributors. For example, we derived approximately 61 percent of our revenues from sales to distributors, the two largest of which accounted for approximately 14.3 percent and 10.7 percent of consolidated revenues, respectively. Loss or financial failure of any significant customer or distributor, reduction in orders by any of our significant customers or distributors, or cancellation of a significant order, could materially and adversely affect our business and/or that of one or more of our reportable segments.

We may fail to attract or retain the qualified technical, sales, marketing and managerial personnel, and key executive officers required to operate our business successfully.

Our future success depends, in part, upon our ability to attract and retain highly qualified technical, sales, marketing and managerial personnel, as well as key executive officers. Personnel with the necessary semiconductor expertise are scarce and competition for personnel with these skills is intense. While we try to ensure continuity of management in crucial areas we cannot guaranty that these efforts will be successful in all circumstances. Similarly, there is no assurance that we will be able to retain any of our existing key personnel, or attract, assimilate and retain the additional personnel needed to support our business. If we are unable to retain existing key employees or are unsuccessful in attracting new highly qualified employees, our business, financial condition and results of operations could be materially and adversely affected.


18


We are subject to a revolving credit facility that may restrict our current and future operations, and the Company may not be able to use the facility when it is in adverse financial circumstances.

In October 2012, we entered into a four year senior unsecured revolving credit facility which expires in October 2016 and under which we may borrow up to $100 million. Whether or not we have borrowings under the facility, the revolving credit facility imposes restrictions on our business, including restrictions on additional indebtedness, liens and encumbrances, investments, acquisitions, loans and advances, mergers, consolidations and asset dispositions, dividends and other restricted payments, transactions with affiliates, capital expenditures and other matters customarily restricted in such agreements.  The terms of the credit facility also require us to comply with certain financial tests.

We cannot assure that we will be able to satisfy the financial tests set forth under the revolving credit facility to be able to make or maintain borrowings under the facility. In particular, the facility requires that the Company maintain a certain liquidity level for borrowings, and that liquidity level is not likely to be maintained during times when the Company is in an adverse financial condition.  Also, whether or not we make borrowings under the facility, restrictions under the facility may limit our ability to engage in activities or transactions that could otherwise benefit us.  If we cannot satisfy the restrictions and financial tests under the revolving credit facility, then we may either have to terminate the facility and repay any indebtedness thereunder or be subject to an event of default that could materially and adversely affect our operating results and our financial condition.
If we fail to maintain adequate internal controls over financial reporting our ability to report our results of operations and financial condition accurately and in a timely manner may be adversely impacted resulting in a material weakness or a material misstatement and considerable additional expense, negatively impact investor confidence and adversely impact the price of our common stock.

As required by Section 404 of the Sarbanes‑Oxley Act, we are required to conduct an assessment of our internal control over financial reporting and include in our annual report our assessment of the effectiveness of our internal control over financial reporting. In certain prior years, we had previously determined that we had material weaknesses in internal control over financial reporting. While these material weaknesses have been remediated, there is no assurance that we would not have additional material weaknesses in the future. Each material weakness results from a reasonable possibility that a material misstatement in our financial statements will not be prevented or detected on a timely basis. In addition, it is possible that in the future, as a result of our assessment of our internal control that we may identify material weaknesses and be subject to regulatory sanctions and a loss of investor confidence in our internal controls. The failure to remediate any such potential material weaknesses in a timely manner could possibly cause us to fail to complete our periodic filing requirements and obtain reasonable assurance regarding the reliability of our financial statements.

We have previously been named as a defendant in lawsuits and may in the future be named as defendant in other lawsuits that may adversely affect our financial condition, results of operations and cash flows.

We have previously been named as a defendant in several securities class action, derivative and other lawsuits, and had been subject to investigations by governmental agencies. There can be no assurance that we will not be subject to additional lawsuits and other legal proceedings in the future. For any lawsuits and proceedings, our attention may be diverted from our ordinary business operations and we may incur significant expenses associated with defense and potential obligations to indemnify current and former officers and directors who may be parties to or involved in such action or proceeding. Depending on the outcome of such future lawsuits and proceedings, we may also be required to pay material damages and fines, consent to injunctions on future conduct, or suffer other penalties, remedies or sanctions. The ultimate resolution of these matters could have a material adverse effect on our results of operations and financial condition, and, consequently, negatively impact the trading price of our common stock.


19


Changes in our effective tax rate may have an adverse effect on our financial position, results of operations and cash flows.

Our future effective tax rates may be adversely affected by a number of factors, including the jurisdictions in which profits are determined to be earned and taxed and the inter-company pricing related to those profits; the resolution of issues arising from tax audits with various tax authorities; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; increases in expenses not deductible for tax purposes; changes in available tax credits; changes in share‑based compensation expense; changes in tax laws or the interpretation of such tax laws (including transfer pricing guidelines, and foreign tax holdings and our ability to satisfy the conditions of foreign tax holidays); changes in United States generally accepted accounting principles (“GAAP”); or the repatriation of non-U.S. earnings against which we have not previously provided U.S. taxes.

In addition, we have made certain judgments regarding the realizability of our deferred tax assets. In accordance with GAAP the carrying value of the net deferred tax assets is based on our assessment whether it is more likely than not that we will generate sufficient future taxable income in the relevant jurisdictions to realize these deferred tax assets, after considering all available positive and negative evidence. If our assumptions and estimates change in the future given unforeseen changes in market conditions, tax laws or other factors, valuation allowances may be recorded or increased, resulting in increased income tax expense. Conversely, if we are ultimately able to use all or a portion of the deferred tax assets for which a valuation allowance has been established, the related portion of the valuation allowance will be released to reduce income tax expense, or credit additional paid-in capital or other comprehensive income, as applicable.

Certain of our businesses are subject to governmental regulation and procurement processes that expose us to additional risks, including U.S. export control laws.

Certain of our businesses, in particular our HiRel segment, manufacture and sell many products that are subject to U.S. export control laws and related regulations. We also manufacture and sell products that are sold indirectly to the U.S. government and may subject us to government procurement regulations, investigations or review. While we maintain a system of controls over such products designed to maintain compliance with such laws and regulations, we cannot promise that these controls will be effective in all cases. There are also limitations on the effectiveness of controls, including the failure of human judgment. If we fail to maintain an effective system of controls or are otherwise found non-compliant with applicable laws and regulations, violations could lead to governmental investigations, fines, penalties and limitations on our ability to export product from the U.S., all of which could have a material effect on our financial result. Also, if these laws or regulations affecting exports change, they could adversely affect our ability to design, manufacture and sell many of our products of our HiRel segment outside the U.S., and could thereby materially adversely affect our business as a whole.

For example, currently the U.S. government is not approving new export licenses to Russia for our military use products, is increasing its level of sanctions on Russia due to world events, and is tightening controls on the types of products that may be sold to China without licensing. To the extent these changes continue, the Company may be restricted or limited with respect to certain sales in these areas.

U.S. governmental procurement regulations require that our HiRel segment from time to time provide to its customers certain information that is more readily provided by companies that maintain a cost accounting system meeting certain U.S. governmental standards. We do not have such a system, nor is one required for the business we conduct; however, our inability to efficiently provide cost information in the form that may be required by certain customers to satisfy U.S. government regulations may limit our ability to secure certain U.S. government related business and have a material adverse effect on our revenues and gross margin.

Quality control and similar standards are applicable to our facilities and the facilities of our contractors in which certain products are manufactured, and these standards are subject to compliance review by certain U.S. Government agencies. Our use of third‑party facilities meeting such standards is subject to negotiation of satisfactory agreements with those parties and if we cannot reach such agreements, certain of our businesses, may experience production constraints and its revenues may be materially reduced. To the extent governmental regulation, or changes, or procurement decision making are not favorable to us, the results of certain of our businesses may be materially adversely affected.


20


Compliance with new regulations regarding the use of “conflict minerals” could limit the supply and increase the cost of certain metals used in manufacturing our products, and our failure to demonstrate that our products are free of conflict minerals could adversely affect our revenues.

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), requires the SEC to promulgate new disclosure requirements for manufacturers of products containing certain minerals which are mined from the Democratic Republic of Congo and adjoining countries. These “conflict minerals” are commonly found in metals used in the manufacture of semiconductors.  Manufacturers are also required to disclose their efforts to prevent the sourcing of such minerals and metals produced from them. The implementation of these new regulations may limit the sourcing and availability of some of the metals used in the manufacture of our products. The regulations may also reduce the number of suppliers who provide conflict-free metals, and may affect our ability to obtain products in sufficient quantities or at competitive prices. Finally, some of our customers may elect to disqualify us as a supplier, and materially adversely affect our revenues if we are unable to verify that the metals used in our products are free of conflict minerals.
    
We cannot promise that we will have sufficient capital resources to make necessary investments in manufacturing technology and equipment.

The semiconductor industry is capital intensive. Semiconductor manufacturing requires a regular upgrading of process technology to remain competitive, as new and enhanced semiconductor processes are developed which permit smaller, more efficient and more powerful semiconductor devices. We maintain certain of our own manufacturing, assembly and test facilities, which have required and will continue to require significant investments in manufacturing technology and equipment, especially for new technologies we develop, including our Gallium Nitride technologies. We are also attempting to add the appropriate level and mix of capacity to meet our customers’ future demand, as well as the establishment and production ramp of our new wafer thinning facility in Singapore. There can be no assurance that we will have sufficient capital resources to make necessary investments in manufacturing technology and equipment, or that we will be able to complete and operate our new wafer thinning facility in Singapore in time and at the levels required to satisfy customer demand. Although we believe that anticipated cash flows from operations, existing cash reserves and other equity or debt financings that we may obtain will be sufficient to satisfy our future capital expenditure requirements, we cannot promise that this will be the case or that alternative sources of capital or credit will be available to us on favorable terms or at all.

We have made and may continue to make substantial investments in plant and equipment that may become impaired.

In order to conduct our business, we make substantial investments in plant and equipment, including substantial investments in support of the construction and production ramp of our wafer thinning facility in Singapore and in equipment loaned to our third party contract manufacturers. Some of our investments in plant and equipment support particular technologies, processes or products, and may not be applicable to other or newer technologies, processes or products.  Also, the ability to relocate and qualify equipment for our operations, whether within our Company or to and from third party contractors is typically time consuming and costly.  To the extent we invest in more equipment or a mix of equipment than we can use efficiently, experience low plant or equipment utilization due to reduced demand or adverse market conditions, our plant or equipment becomes older or outmoded, or we are not able to efficiently recover and/or utilize equipment on loan at third party contractors, we may incur significant costs or impairment charges that could materially adversely affect our results of operation and financial condition.

21


Our restructuring programs may not achieve their goals, could be costly, delayed and disruptive to our business, and could materially adversely affect our results and financial condition.

In August 2012, we announced a restructuring program to modify our manufacturing strategy due to a reduction in customer demand. The plan included closing or resizing various manufacturing facilities and otherwise reducing our selling and administrative and research and development costs.  While many of the actions associated with this program have already taken place, others have yet to be concluded. We cannot assure that these restructuring initiatives will achieve their goals or accomplish the cost reductions planned. Additionally, because our restructuring activities involve changes to many aspects of our business, the cost reductions could adversely affect productivity and revenues to an extent we have not anticipated. Even if we fully execute and implement these restructuring activities, and they generate the anticipated cost savings, there may be other unforeseen factors that could adversely impact our profitability and business.  Costs associated with the program and the timing of the program are subject to a number of conditions, among them the ability to qualify existing product lines at other internal or external manufacturing facilities (including the timely ramping to full production of the wafer thinning facility we are constructing in Singapore), customer requirements or demand, changes in business conditions and/or operational needs, retention of key employees, and governmental regulations. Accordingly, there could be both adverse changes in the amount of costs or the timing of the anticipated actions. Changes in the timing or amount of costs associated with, or disruptions caused by, our restructuring initiatives could materially adversely affect our results and financial condition.

While we attempt to monitor the credit worthiness of our customers, we may be at risk due to the adverse financial condition of one or more customers.

We have established procedures for the review and monitoring of the credit worthiness of our customers and/or significant amounts owing from customers. Despite our monitoring and procedures, especially in the current macroeconomic situation, we may find that, despite our efforts, one or more of our customers become insolvent or face bankruptcy proceedings. Such events could have an adverse effect on our operating results if our receivables applicable to that customer become uncollectable in whole or in part, or if our customers’ financial situation result in reductions in whole or in part of our ability to continue to sell our products or services to such customers at the same levels or at all.
    
Large potential environmental liabilities or costs of related regulatory compliance may adversely impact our financial position, results of operations and cash flows.

Federal, state, foreign and local laws and regulations impose restrictions and controls on the discharge of materials, chemicals and gases used in our semiconductor manufacturing processes, and on the operation of our facilities and equipment. We believe we use reasonable efforts to maintain a system of compliance and controls for these laws and regulations. However, we cannot promise that these controls will be effective or that issues with respect to these matters will not occur. There are also inherent limitations on the effectiveness of controls, including the failure of human judgment.

Under some laws and regulations, we could be held financially responsible for remedial measures if our properties are contaminated or if we send waste to a landfill or recycling facility that becomes contaminated, even if we did not cause the contamination. Under other laws, we may be subject to fines and penalties if facilities or equipment are not operated in technical compliance with permit conditions or if required reports are not timely filed with applicable agencies. Also, we may be subject to common law claims if we release substances that damage or harm third parties. We have been subject to claims of governmental authorities and other third parties, and may continue to be in the future (See Note 15, “Environmental Matters”, to our Consolidated Financial Statements set forth in Part II, Item 8).

Further, changes in environmental laws or regulations may require additional investments in capital equipment or the implementation of additional compliance programs in the future. Additionally, if we were to divest additional facilities, our facilities may undergo further environmental review and investigation which may lead to previously unknown environmental liabilities.

While we intend to defend against any claim of liability in this area vigorously, any claim against us in this regard if resolved unfavorably, or any present or future failure to comply with environmental laws or regulations, could subject us to serious liabilities and could have a material adverse effect on our results of operation and financial condition.
    

22


Our international operations expose us to material risks that could materially adversely affect our operating results and financial condition.

We expect revenues from foreign markets to continue to represent a significant portion of total revenues. We maintain or contract with others to promote significant operations and equipment in foreign countries, including wafer fabrication, product assembly and testing. Among others, these risks include: changes in, or impositions of, legislative or regulatory requirements, including tax laws in the United States and in the countries in which we manufacture or sell our products; trade restrictions and sanctions (including, without limitation, increasing sanctions with respect to Russia and China); transportation delays; work stoppages; economic and political instability; crime; kidnapping; war; terrorism; and foreign currency fluctuations.

Any or all of such risks could materially adversely affect the revenues and operating results of our segments or Company as a whole. Additionally, in certain jurisdictions where we use third party contractors, the legal systems do not provide effective remedies to us when the contractor has breached its obligation or otherwise fails to perform.

In addition, it is more difficult in some foreign countries to protect our products or intellectual property rights to the same extent as is possible in the United States. Therefore, the risk of piracy or misuse of our technology and product may be greater in these foreign countries.

As a result of our foreign operations, we have sales, expenses, assets and liabilities denominated in foreign currencies. For example:

some of our manufacturing costs are denominated in British Pound, Mexican Peso and other foreign currencies; and
some sales of our products are denominated in Euro, Japanese Yen and other foreign currencies; and
some property, plant and equipment purchases are denominated in Japanese Yen, Euro, British Pound and other foreign currencies.

As a result, movements in exchange rates could cause our net sales and expenses to fluctuate, affecting our profitability and cash flows. We use foreign currency forward contracts to reduce our exposure to foreign currency exchange rate fluctuations. The objective of these contracts is to reduce the impact of foreign currency exchange rate movements on our operating results. We do not use these contracts for speculative or trading purposes. These activities may not be successful in reducing our foreign currency exchange rate exposure, and could result in a material adverse effect on our results of operation and financial condition.

Our reported results can be affected adversely and unexpectedly by the implementation of new, or changes in the interpretation of existing, United States generally accepted accounting principles (GAAP).

Our financial reporting is subject to GAAP, and GAAP is subject to change over time. If new rules or interpretations of existing rules require us to change our financial reporting, our reported results of operations and financial condition could be affected substantially, including requirements to restate historical financial reporting.

Security breaches and other disruptions could compromise the integrity of our information and expose us to liability, which would cause our business and reputation to suffer.

We routinely collect and store sensitive data, including intellectual property and other proprietary information about our business and that of our customers, suppliers and business partners. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings and liability under laws that protect the privacy of personal information. It could also result in regulatory penalties, disrupt our operations and the services we provide to customers, damage our reputation and cause a loss of confidence in our products and services, which could adversely affect our business/operating margins, revenues and competitive position.
    

23


Terrorist attacks, or threats or occurrences of other terrorist activities whether in the United States or internationally may affect the markets in which our common stock trades, the markets in which we operate and our profitability.

Terrorist attacks, such as those that took place on September 11, 2001, or threats or occurrences of other terrorist or related activities, whether in the United States or internationally, may affect the market in which our common stock trades, the markets in which we operate and our profitability. Future terrorist or related activities could affect our domestic and international sales, disrupt our supply chains and impair our ability to produce and deliver our products. These activities could affect our physical facilities or those of our suppliers or customers, and make transportation of our supplies and products more difficult or cost prohibitive. Due to the broad and uncertain effects that terrorist attacks have had on financial and economic markets generally, we cannot provide any estimate of how these activities might affect our future results.

Natural disasters, whether in the United States or internationally, may materially adversely affect the markets in which our common stock trades, the markets in which we operate, our ability to produce and sell product, and our operating results and financial condition.

Our corporate headquarters, one of our manufacturing facilities, one of our key research facilities, one of our key third party foundries and certain other critical business operations are located near major earthquake fault lines. In addition, one of our major manufacturing facilities is located in a high brush fire danger area. Another major manufacturing facility and the facilities of some of our third party contractors are potentially susceptible to flood risk. Additionally, many of our other third party contractors perform work for us in areas susceptible to natural disasters.

Natural disasters, whether in the United States or internationally, generally may affect the markets in which our common stock trades, the markets in which we operate, our ability to achieve revenues and our profitability. In the past, our operations and those of our third party contractors have been affected by a number of natural disasters, including, among other things, earthquakes, fires, floods, volcanoes, hurricanes, and inclement weather, and may be affected by additional natural disasters in the future. Additionally, such events could result in power or other utility outages, delay or result in cancellation of domestic and international sales, disrupt our supply chains, close factories and delay production, reduce sales and cancel orders, and impair our ability to produce, sell and deliver our products. Such events could affect physical facilities, including without limitation, the facilities where we or our contractors or vendors produce materials and products (whether finished goods or raw materials and process chemicals and gases).  Such events could also make transportation of our supplies and products more difficult, delay delivery, or cost prohibitive.  Additionally, to the extent we may not be able to satisfy contractual obligations, we may be subject to potential claims.

Due to the broad and uncertain effects that natural events could have on our Company, we cannot provide an estimate of how these activities might adversely affect our future results however, we could be materially and adversely affected by any of these events. Also, although we maintain insurance policies, we may not have or maintain sufficient insurance coverage at levels and with such deductibles and limitations that would prevent a material adverse effect on our financial condition or results of operations.


ITEM 1B. UNRESOLVED STAFF COMMENTS

As of the date of this Annual Report on Form 10-K, there are no unresolved Staff comments regarding our previously filed periodic or current reports under the Exchange Act.


24


ITEM 2. PROPERTIES

We maintain manufacturing facilities, design centers, and business offices around the world. Our manufacturing facilities, design centers, and business offices as of June 29, 2014, are in the following locations:
Location
Owned
Leased
Semiconductor
Silicon/Wafer
Manufacturing
Wafer Thinning, Assembly and Test/
Module
Manufacturing
Design
Center
Business/
Office
El Segundo, California (U.S.A.)
X
X
 
 
X
X
Temecula, California (U.S.A.)
X
 
X
 
 
X
San Jose, California (U.S.A.)
 
X
 
X
X
X
Irvine, California (U.S.A.)
 
X
 
 
X
 
Chandler, Arizona (U.S.A.)
 
X
 
 
X
X
Mesa, Arizona (U.S.A.)
X
 
X
 
 
 
Durham, North Carolina (U.S.A.)
 
X
 
 
 
X
Leominster, Massachusetts (U.S.A.)
X
 
 
X
X
X
Tewksbury, Massachusetts (U.S.A.)
 
X
 
 
X
X
St. Paul, Minnesota (U.S.A.)
 
X
X
 
 
 
Warwick, Rhode Island (U.S.A.)
 
X
 
 
X
 
Tijuana, Mexico
X
 
 
X
 
X
Reigate, England (U.K.)
 
X
 
 
X
X
Newport, Wales (U.K.)
X
 
X
X
X
X
Skovlunde, Denmark
 
X
 
 
X
 
Provence, France
 
X
 
 
X
 
Neu Isenburg, Germany
 
X
 
 
 
X
Pavia, Italy
 
X
 
 
X
 
Singapore
 
X
 
X
 
X
Beijing, China
 
X
 
 
 
X
Shanghai, China
 
X
 
 
 
X
Shenzhen, China
 
X
 
 
 
X
Hong Kong, China
 
X
 
 
 
X
Seoul, Korea
 
X
 
 
 
X
Osaka, Japan
 
X
 
 
 
X
Nagoya, Japan
 
X
 
 
 
X
Tokyo, Japan
 
X
 
 
 
X

Our manufacturing facilities in San Jose, California and Leominster, Massachusetts are dedicated for use by the HiRel segment. With the exception of the facilities at these two locations, the rest of our fabrication and assembly and test facilities are generally shared by the PMD, ESP, AP, EP, and HiRel segments. The IP segment generally operates out of our El Segundo, California business office.

We believe our current facilities, supplemented by third party contract wafer fabrication and assembly and test capacity, are adequate for our near-term operating needs; however, we continue to take a number of actions to respond to changes in customer demand.  Specifically, during fiscal year 2014 we added capacity to our existing external contract wafer fabrication capacity and assembly and test capacity related to certain proprietary and higher value-added products and programs.  Recently, we have made capacity adjustments to our internal factories.  Pursuant to our fiscal year 2013 Restructuring Initiatives, we have closed one older and less efficient factory, and will partially close another.  We are consolidating a certain amount of our proprietary processes such as ultra-thin wafer processing into a small wafer thinning facility in Singapore.  Certain wafers from both third party contract wafer fabrication facilities and an internal manufacturing facility will go to our Singapore facility for final processing.

In addition to the facilities listed above, we have sales or technical support offices located in China, Finland, France, Germany, India, Italy, Japan, Mexico, the Philippines, Russia, Singapore, South Korea, Sweden, Taiwan, the United Kingdom and the United States.

25


ITEM 3. LEGAL PROCEEDINGS

Our disclosures regarding the matters set forth in Note 15, "Environmental Matters," and Note 16 "Litigation," to our consolidated financial statements set forth in Part II, Item 8, herein, are incorporated herein by reference.


ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


26


PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “IRF.” There were 947 registered holders of record of our common stock as of June 29, 2014. Stockholders are urged to obtain current market quotations for the common stock. For equity compensation plan information, please refer to Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” herein, and matters incorporated herein by reference from the Company’s proxy statement relating to the Company’s 2014 annual meeting of stockholders to be filed within 120 days after June 29, 2014.

As of our fiscal year ended June 29, 2014, 8.4 million common stock shares are reserved for issuance under our equity incentive plans, of which 0.3 million stock options and 3.8 million restricted stock units are outstanding and approximately 4.3 million are available for future grants. As of June 29, 2014, 0.2 million stock options were outstanding and exercisable at an average exercise price of $21.77.

Dividends

No cash dividends have been declared to stockholders during the past three years, and we do not expect to declare cash dividends in the foreseeable future. However; payment of dividends is within the discretion of our Board of Directors, and will depend upon, among other things, our earnings, financial condition, capital requirements, and general business conditions.

Stock Prices

The following table contains daily closing stock prices for each quarter of fiscal years 2014, and 2013:
 
2014
2013
Fiscal Quarter
High
Low
High
Low
1st
$
25.52

$
21.19

$
19.99

$
16.25

2nd
26.04

22.91

17.91

14.69

3rd
28.12

24.13

21.80

17.50

4th
28.72

25.25

22.53

18.04



27


Stock Performance

The following graph compares the cumulative total stockholder return of our common stock during the last five fiscal years with (i) the cumulative total return of the Standard and Poor’s 500 Stock Index and (ii) the cumulative total return of the Standard and Poor’s High Technology Composite Index. The comparison assumes $100 was invested on June 28, 2009 in our common stock and in each of the foregoing indices and the reinvestment of dividends through fiscal year ended June 29, 2014. The stock price performance on the following graph is not necessarily indicative of future stock price performance.


Cumulative Total Return
End of Fiscal Year (In US Dollars)
 
2009
2010
2011
2012
2013
2014
International Rectifier Corporation
100

137

178

136

143

188

S&P 500 Index
100

117

138

145

175

213

PHLX Semiconductor Index
100

134

149

144

178

239



28


Recent Sales of Unregistered Securities

None.

Purchase of Equity Securities

The following provides information on a fiscal monthly basis for the quarter ended June 29, 2014, with respect to the Company’s purchases of equity securities under the authorized stock repurchase program:
Period
Total Number of
Shares Purchased
Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs (1)
Maximum Number
(or Approximate
Dollar Value) of Shares
that May Yet be
Purchased Under the
Plans or Programs
March 31, 2014 to April 27, 2014



$
34,226,768

April 28, 2014 to May 25, 2014
242,661

$
25.72

242,661

$
27,978,963

May 26, 2014 to June 29, 2014
138,473

$
27.15

138,473

$
24,215,340


(1)
On October 27, 2008, the Company announced that its Board of Directors had authorized a stock repurchase program of up to $100 million. The Company announced on July 20, 2010, that its Board of Directors had authorized an additional $50 million for the stock repurchase program bringing the total authorized for the plan to $150 million. This plan may be suspended at any time without prior notice.

29


ITEM 6. SELECTED FINANCIAL DATA

The following tables include consolidated selected summary financial data for each of our last five fiscal years. The selected financial data for our fiscal years ended June 29, 2014, June 30, 2013 and June 24, 2012, and as of June 29, 2014 and June 30, 2013, are derived from our audited Consolidated Financial Statements, contained in Part II, Item 8, “Financial Statements and Supplementary Data,” of this report. The selected financial data for our fiscal years ended June 26, 2011 and June 27, 2010, and as of June 24, 2012, June 26, 2011 and June 27, 2010, are derived from our audited Consolidated Financial Statements for these periods, which are not included in this report. This information should be read in conjunction with our audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
  
Statements of Operations Data
Fiscal Year Ended (1)
 
June 29, 2014
 
June 30, 2013
 
June 24, 2012
 
June 26, 2011
 
June 27, 2010
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
Revenues
$
1,106,571

 
$
977,035

 
$
1,050,588

 
$
1,176,577

 
$
895,297

Cost of sales
707,363

 
719,930

 
710,565

 
711,685

 
602,700

Gross profit
399,208

 
257,105

 
340,023

 
464,892

 
292,597

Selling, general and administrative expense
182,318

 
181,746

 
200,411

 
193,748

 
169,190

Research and development expense
130,848

 
127,093

 
135,105

 
119,339

 
99,310

Impairment of goodwill

 

 
69,421

 

 

Amortization of acquisition‑related
intangible assets
6,420

 
6,653

 
8,369

 
6,768

 
4,375

Asset impairment, restructuring and related charges (recoveries)
5,638

 
16,996

 

 
(3,359
)
 
289

Gain on disposition of property

 

 
(5,410
)
 

 

Operating income (loss)
73,984

 
(75,383
)
 
(67,873
)
 
148,396

 
19,433

Other expense, net
2,974

 
1,390

 
4,267

 
718

 
2,019

Interest expense (income), net
24

 
57

 
(333
)
 
(10,114
)
 
(11,221
)
Income (loss) from continuing operations before income taxes
70,986

 
(76,830
)
 
(71,807
)
 
157,792

 
28,635

Provision for (benefit from) income taxes
12,253

 
11,990

 
(16,757
)
 
(8,754
)
 
(52,192
)
Income (loss) from continuing operations
$
58,733

 
$
(88,820
)
 
$
(55,050
)
 
$
166,546

 
$
80,827

 
 
 
 
 
 
 
 
 
 
Net income (loss) per common share-basic
$
0.83

 
$
(1.28
)
 
$
(0.79
)
 
$
2.35

 
$
1.13

Net income (loss) per common share-dilutive
$
0.81

 
$
(1.28
)
 
$
(0.79
)
 
$
2.33

 
$
1.13

 
 
 
 
 
 
 
 
 
 
Balance Sheet Data
 
 
 
 
 
 
 
 
 
Total cash, cash equivalents, restricted cash and investments
$
610,410

 
$
455,895

 
$
385,884

 
$
499,668

 
$
586,590

Total assets
1,565,540

 
1,453,212

 
1,531,823

 
1,670,984

 
1,440,917

Long-term debt, less current maturities

 

 

 

 


Notes:

1.
No dividends were paid by the Company during the five years presented.

30


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the other sections of this Annual Report on Form 10-K, including Part I, Item 1, “Business;” Part II, Item 6, “Selected Financial Data;” and Part II, Item 8, “Financial Statements and Supplementary Data.” Except for historic information contained herein, the matters addressed in this MD&A constitute “forward‑looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Exchange Act, as amended. Forward‑looking statements may be identified by the use of terms such as “anticipate,” “believe,” “expect,” “intend,” “project,” “will,” and similar expressions. Such forward‑looking statements are subject to a variety of risks and uncertainties, including those discussed under the heading “Statement of Caution Under the Private Securities Litigation Reform Act of 1995,” in Part I, Item 1A, “Risk Factors” and elsewhere in this Annual Report on Form 10-K, that could cause actual results to differ materially from those anticipated by us. We undertake no obligation to update these forward‑looking statements to reflect events or circumstances after the date of this Annual Report or to reflect actual outcomes.

The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes for the year ended June 29, 2014. The discussion includes:

Overview
Results of Operations
Liquidity and Capital Resources
Recent Accounting Standards
Critical Accounting Polices and Estimates

While we have made certain forward looking statements regarding revenues, gross margin, cash flows, selling, general and administrative expense and research and development expense in the following MD&A based on our current visibility into the market and current trends, actual results could vary significantly based on changed conditions, among other reasons (See Part I, Item 1A, “Risk Factors”).

Overview

Fiscal Year 2014 Developments

On August 20, 2014, we entered into a merger agreement with Infineon Technologies AG ("Infineon") pursuant to which a wholly-owned subsidiary of Infineon will merge with and into us, resulting in us becoming a wholly-owned subsidiary of Infineon. See Note 18 to our Consolidated Financial Statements included in Item 8 of Part II of this Form 10-K for more information.

Our financial results for fiscal year 2014 include the following measures:

Our revenues were $1,106.6 million, a 13.3 percent increase from the prior fiscal year.
Our gross margin was 36.1 percent, an increase of 9.8 percentage points from 26.3 percent in the prior fiscal year.
Our net income was $58.7 million, compared to a net loss of $88.8 million in the prior fiscal year.
Our diluted net income per share was $0.81, compared to net loss per share of $1.28 in the prior fiscal year.
We generated cash from operating activities of $180.1 million during fiscal year 2014 compared to $139.4 million in the prior fiscal year.

We conduct our business on a 52/53 week fiscal year. When operating under a 52/53 week fiscal year, it becomes necessary to have a longer fiscal year approximately every 5-6 years, resulting in a 53 week fiscal year. Fiscal year 2013 was such a 53 week year with a fourth quarter that was 14 weeks long, instead of a typical 13 weeks. As a result, on a normalized basis, our revenues and most operating expenses (but not all) were increased in our fourth quarter ended June 30, 2013 to approximately 108 percent of what they otherwise would have been for the typical 13-week quarter, and increased for the year to approximately 102 percent of what they otherwise would have been for a typical 52-week year. However, certain costs, primarily depreciation but also leases and a few other expenses, were incurred at a normal “quarterly” rate, rather than increasing due to the extra week.


31


Our revenues were $1,106.6 million for the fiscal year ended June 29, 2014, an increase of $129.5 million or 13.3 percent compared to revenues of $977.0 million for the fiscal year ended June 30, 2013. This revenue increase was primarily due to a general improvement in demand across all of our customer segments.

Our gross margin percentage increased by 9.8 percentage points to 36.1 percent for the fiscal year ended June 29, 2014 compared to the fiscal year ended June 30, 2013. The increase in gross margin percentage was mainly a result of a reduction in manufacturing costs and an improvement in factory utilization, partially offset by lower selling prices.

During the fiscal year ended June 29, 2014, we continued to focus on consolidating our internal manufacturing footprint and otherwise reducing manufacturing costs.  We also continued efforts to increase our manufacturing flexibility by qualifying additional technologies and higher value-added products and programs with our contract wafer fabrication and assembly and test suppliers.  In the short-term, we have targeted using external contractors for around 30 percent of our wafer fabrication needs, and around 75 percent of our packaging needs. We will continue to monitor the demand environment and we may seek to further adjust our internal manufacturing footprint and take other actions to reflect changes in demand in future periods.

In August 2012, we adopted a restructuring plan to modify our manufacturing strategy and lower our operating expenses in order to align our cost structure with current business conditions. As part of the plan, we closed our El Segundo wafer fabrication facility in March 2013 and we have achieved the previously estimated annual cost savings of approximately $10 million. As an additional part of the plan, the resizing of our Newport, Wales fabrication facility is expected to continue in several phases. We currently expect the resizing to be completed by the middle of calendar year 2015, with estimated annual cost savings of approximately $16 million following completion.

In conjunction with our ongoing restructuring plan, we incurred approximately $5.1 million of equipment relocation and re-qualification costs, $0.4 million of decommissioning costs, and $0.1 million of severance and workforce reduction costs during the fiscal year ended June 29, 2014. We anticipate that we will incur restructuring charges during fiscal year 2015 of approximately $6.6 million (See Part I, Item 1, Notes to Consolidated Financial Statements - Note 10, “Asset Impairment, Restructuring and Related Charges”).

Our SG&A expenses increased by $0.6 million for the fiscal year ended June 29, 2014, compared to the fiscal year ended June 30, 2013.  The year-over-year increase in SG&A expenses was primarily due to increased bonus expense and stock compensation expense, mostly offset by decreased litigation and other legal expenses.

R&D expenses increased by $3.8 million for the fiscal year ended June 29, 2014, compared to the fiscal year ended June 30, 2013.  The year-over-year increase in R&D expenses was primarily due to increased bonus expense and stock compensation expense, partially offset by a decrease resulting from the absence of a one-time asset impairment charge that was recorded in the prior year comparable period, and decreased material related costs.

Our cash, cash equivalents and investments as of June 29, 2014 totaled $609.0 million (excluding restricted cash of $1.4 million), compared to $454.5 million (excluding restricted cash of $1.3 million) as of June 30, 2013. The increase in our cash and investments was primarily due to cash flows from operating activities of $180.1 million, which consisted of $58.7 million of net income for fiscal year 2014 as adjusted for significant non-cash expenses, including depreciation expense and stock based compensation expense. Cash flows from operating activities provided $139.4 million of cash in the prior year comparable period.

Segment Reporting

For the description of our reportable segments, see Note 11, “Segment Information”, to our Consolidated Financial Statements set forth in Part II, Item 8.

Four of our five Customer Segments (as identified below), namely, PMD, ESP, AP and EP, generally share the same manufacturing base and sales, marketing, and distribution channels.  While each segment focuses on different target end markets and applications, there are common performance elements arising from that shared manufacturing base and sales, marketing, and distribution channels.  As a result, while we manage performance of these segments individually, we also analyze performance of these segments together, separately from our other Customer Segment, HiRel.  For ease of reference, we refer to these four segments collectively as our “Commercial Segments.”  What we refer to as our “Customer Segments” include our PMD, ESP, AP, EP and HiRel reporting segments, and excludes the IP segment.


32



Results of Operations

Selected Operating Results

The following table sets forth certain items included in selected financial data as a percentage of revenues (in millions, except percentages):

 
Fiscal Year Ended
 
June 29, 2014
 
June 30, 2013
 
June 24, 2012
Revenues
$
1,106.6

 
100.0
%
 
$
977.0

 
100.0
 %
 
$
1,050.6

 
100.0
 %
Cost of sales
707.4

 
63.9

 
719.9

 
73.7

 
710.6

 
67.6

Gross profit
399.2

 
36.1

 
257.1

 
26.3

 
340.0

 
32.4

Selling, general and administrative expense
182.3

 
16.5

 
181.7

 
18.6

 
200.4

 
19.1

Research and development expense
130.8

 
11.8

 
127.1

 
13.0

 
135.1

 
12.9

Impairment of goodwill

 

 

 

 
69.4

 
6.6

Amortization of acquisition‑related intangible assets
6.4

 
0.6

 
6.7

 
0.7

 
8.4

 
0.8

Asset impairment, restructuring and related charges
5.6

 
0.5

 
17.0

 
1.7

 

 

Gain on disposition of property

 

 

 

 
(5.4
)
 
(0.5
)
Operating income (loss)
74.0

 
6.7

 
(75.4
)
 
(7.7
)
 
(67.9
)
 
(6.5
)
Other expense, net
3.0

 
0.3

 
1.4

 
0.1

 
4.3

 
0.4

Interest expense (income), net

 

 
0.1

 

 
(0.3
)
 

Income (loss) before income taxes
71.0

 
6.4

 
(76.8
)
 
(7.9
)
 
(71.8
)
 
(6.8
)
(Benefit from) provision for income taxes
12.3

 
1.1

 
12.0

 
1.2

 
(16.8
)
 
(1.6
)
Net income (loss)
$
58.7

 
5.3
%
 
$
(88.8
)
 
(9.1
)%
 
$
(55.1
)
 
(5.2
)%

Amounts and percentages in the above table may not total due to rounding.


33


Revenues and Gross Margin

Revenues and Gross Margin for Fiscal year 2014 Compared to Fiscal Year 2013

The following table summarizes revenues and gross margin by reportable segment for the fiscal year ended June 29, 2014 compared to the fiscal year ended June 30, 2013 (in thousands, except percentages):
 
Fiscal Years Ended
 
 
 
 
 
June 29, 2014
 
June 30, 2013
 
Change
 
Revenues
 
Gross Margin
 
Gross Margin %
 
Revenues
 
Gross Margin
 
Gross Margin %
 
Revenues %
 
Gross Margin ppt
Power Management Devices (PMD)
$
411,967

 
$
129,502

 
31.4
%
 
$
367,762

 
$
79,682

 
21.7
%
 
12.0
 %
 
9.7

Energy Saving Products (ESP)
209,450

 
65,123

 
31.1

 
176,386

 
26,958

 
15.3

 
18.7

 
15.8

Automotive Products (AP)
149,646

 
44,176

 
29.5

 
124,695

 
22,127

 
17.7

 
20.0

 
11.8

Enterprise Power (EP)
133,947

 
55,062

 
41.1

 
116,302

 
37,754

 
32.5

 
15.2

 
8.6

   Commercial Segments total
905,010

 
293,863

 
32.5

 
785,145

 
166,521

 
21.2

 
15.3

 
11.3

HiRel
200,412

 
104,196

 
52.0

 
188,831

 
88,185

 
46.7

 
6.1

 
5.3

   Customer Segments total
1,105,422

 
398,059

 
36.0

 
973,976

 
254,706

 
26.2

 
13.5

 
9.8

Intellectual Property (IP)
1,149

 
1,149

 
100.0

 
3,059

 
2,399

 
78.4

 
(62.4
)
 
21.6

   Consolidated total
$
1,106,571

 
$
399,208

 
36.1
%
 
$
977,035

 
$
257,105

 
26.3
%
 
13.3
 %
 
9.8


Revenues

Revenues from all our segments, taken as a whole, increased by $129.5 million, or 13.3 percent for the fiscal year ended June 29, 2014 compared to the prior year comparable period. Revenues from our Customer Segments taken as a whole (which excludes the IP segment) increased by $131.4 million, or 13.5 percent. Revenues from our Commercial Segments taken as a whole increased by $119.9 million, or 15.3 percent.

Within our Commercial Segments, revenues for our PMD segment increased by 12.0 percent for the fiscal year ended June 29, 2014 compared to the prior year comparable period due to an increase in demand for our computing related products, industrial and consumer related products, and power supply components, partially offset by price erosion. Revenues for our ESP segment increased by 18.7 percent compared to the prior year comparable period due to increased demand in our consumer, industrial, and appliance related products resulting from a general market recovery, partially offset by price erosion. Revenues for our AP segment increased by 20.0 percent compared to the prior year comparable period primarily due to increased demand for new MOSFET, intelligent power switch IC, and IGBT products, partially offset by price erosion. Revenues for our EP segment increased by 15.2 percent compared to the prior year comparable period primarily due to an increase in demand for digital controller and PowIRstage products, partially offset by price erosion.

For the fiscal year ended June 29, 2014, our HiRel segment revenues increased by 6.1 percent compared to the prior year comparable period, primarily due to an increase in demand for RAD-Hard discrete products.

For the fiscal year ended June 29, 2014, our IP segment revenues decreased by $1.9 million or 62.4 percent, to $1.1 million compared to the prior year comparable period, primarily as a result of a one-time sale of patents in the prior year for $1.7 million.


34


Gross Margin

Our gross margin percentage increased by 9.8 percentage points to 36.1 percent for the fiscal year ended June 29, 2014 compared to 26.3 percent for the prior year comparable period. The increase in our gross margin percentage was the result of an increase of 11.3 percentage points in gross margin for our Commercial Segments taken as a whole, and an increase of 5.3 percentage points in gross margin for our HiRel segment. The increase in gross margin for our Commercial Segments was primarily due to lower manufacturing costs and improved factory utilization, partially offset by price erosion.

Our PMD segment's gross margin increased from 21.7 percent for the fiscal year ended June 30, 2013, to 31.4 percent for the fiscal year ended June 29, 2014, primarily due to lower manufacturing costs and improved factory utilization. Our ESP segment's gross margin increased from 15.3 percent for the fiscal year ended June 30, 2013, to 31.1 percent for the fiscal year ended June 29, 2014, primarily due to improved factory utilization and lower manufacturing costs, partially offset by price erosion. Our ESP segment has also been favorably impacted by cost savings associated with the fiscal year 2013 closure of our fabrication facility in El Segundo, California. Our AP segment's gross margin increased from 17.7 percent for the fiscal year ended June 30, 2013, to 29.5 percent for the fiscal year ended June 29, 2014, primarily due to lower manufacturing costs, lower inventory excess and obsolescence expense, and improved factory utilization. Our EP segment's gross margin increased from 32.5 percent for the fiscal year ended June 30, 2013, to 41.1 percent for the fiscal year ended June 29, 2014, primarily due to lower manufacturing costs, including a one-time benefit from the release of a legacy product related claim reserve, and lower inventory excess and obsolescence expense, partially offset by price erosion.

Our HiRel segment’s gross margin percentage increased from 46.7 percent for the fiscal year ended June 30, 2013, to 52.0 percent for the fiscal year ended June 29, 2014, primarily due to lower manufacturing costs, including the absence of unusual production costs associated with a fabrication transfer in the prior year.

Our IP segment’s gross margin percentage increased by 21.6 percentage points for the fiscal year ended June 29, 2014 compared to the prior year comparable period due to the absence of costs associated with the sale of patents in the prior year.


Revenues and Gross Margin for Fiscal Year 2013 Compared to Fiscal Year 2012

The following table summarizes revenues and gross margin by reportable segment for the fiscal year ended June 30, 2013 compared to the fiscal year ended June 24, 2012 (in thousands, except percentages):

 
Fiscal Years Ended
 
 
 
 
 
June 30, 2013
 
June 24, 2012
 
Change
 
Revenues
 
Gross Margin
 
Gross Margin %
 
Revenues
 
Gross Margin
 
Gross Margin %
 
Revenues %
 
Gross Margin ppt
Power Management Devices (PMD)
$
367,762

 
$
79,682

 
21.7
%
 
$
367,913

 
$
83,805

 
22.8
%
 
0.0
 %
 
(1.1
)
Energy Saving Products (ESP)
176,386

 
26,958

 
15.3

 
243,340

 
84,972

 
34.9

 
(27.5
)
 
(19.6
)
Automotive Products (AP)
124,695

 
22,127

 
17.7

 
113,353

 
25,326

 
22.3

 
10.0

 
(4.6
)
Enterprise Power (EP)
116,302

 
37,754

 
32.5

 
132,164

 
45,913

 
34.7

 
(12.0
)
 
(2.2
)
   Commercial Segments total
785,145

 
166,521

 
21.2

 
856,770

 
240,016

 
28.0

 
(8.4
)
 
(6.8
)
HiRel
188,831

 
88,185

 
46.7

 
192,229

 
98,418

 
51.2

 
(1.8
)
 
(4.5
)
   Customer Segments total
973,976

 
254,706

 
26.2

 
1,048,999

 
338,434

 
32.3

 
(7.2
)
 
(6.1
)
Intellectual Property (IP)
3,059

 
2,399

 
78.4

 
1,589

 
1,589

 
100.0

 
92.5

 
(21.6
)
   Consolidated total
$
977,035

 
$
257,105

 
26.3
%
 
$
1,050,588

 
$
340,023

 
32.4
%
 
(7.0
)%
 
(6.1
)

 

35


Revenues

Revenues from all our segments, taken as a whole, decreased by $73.6 million, or 7.0 percent. Revenues from our Customer Segments (which excludes the IP segment) decreased by $75.0 million, or 7.2 percent, for the fiscal year ended June 30, 2013 as compared to the prior year comparable period. Revenues for our Commercial Segments taken as a whole decreased by 8.4 percent compared to the prior year comparable period.

Within our Commercial Segments, revenues for our PMD segment were flat compared to the prior year comparable period due to a decrease in demand for our computing components offset by an increased demand for our industrial and consumer products components in the second half of the fiscal year. Revenues for our ESP segment decreased by 27.5 percent compared to the prior year comparable period due to decreased demand in our consumer and appliance related products resulting from market slowdowns mainly in Asia, inventory reductions at our customers, and price erosion. Revenues for our AP segment increased by 10.0 percent for the fiscal year ended June 30, 2013 compared to the prior year comparable period primarily due to increased demand for new IGBT and MOSFET products. Revenues for our EP segment decreased by 12.0 percent compared to the prior year comparable period due to a decrease in demand for prior generation server components and loss of market share in current generation server components, partially offset by increased demand for high-end computing and communication products.

For the fiscal year ended June 30, 2013, our HiRel segment revenues decreased by 1.8 percent compared to the prior year comparable period, primarily due to a decrease in shipments for RAD-Hard discrete products due to production issues associated with a fabrication transfer.

For the fiscal year ended June 30, 2013, our IP segment revenues increased by $1.5 million or 92.5 percent, to $3.1 million compared to the prior year comparable period. The increase in revenue arose from a one-time $1.7 million sale of patents.

Gross Margin

Our gross margin percentage decreased by 6.1 percentage points to 26.3 percent for the fiscal year ended June 30, 2013 compared to 32.4 percent for the prior year comparable period. This decrease in our gross margin percentage was the result of a decrease of 6.8 percentage points in gross margin for our Commercial Segments taken as a whole, and a decrease of 4.5 percentage points in gross margin for our HiRel segment. The decrease in gross margin for our Commercial Segments was primarily due to increased costs associated with lower factory utilization and price erosion.

Our PMD segment's gross margin decreased from 22.8 percent for the fiscal year ended June 24, 2012, to 21.7 percent for the fiscal year ended June 30, 2013, due to price erosion offset by a favorable industrial product component mix and lower inventory excess and obsolescence expense. Our ESP segment's gross margin decreased from 34.9 percent for the fiscal year ended June 24, 2012, to 15.3 percent for the fiscal year ended June 30, 2013, due to price erosion and higher inventory excess and obsolescence expense. Our AP segment's gross margin decreased from 22.3 percent for the fiscal year ended June 24, 2012, to 17.7 percent for the fiscal year ended June 30, 2013, due to price erosion and higher inventory excess and obsolescence expense. Our EP segment's gross margin decreased from 34.7 percent for the fiscal year ended June 24, 2012, to 32.5 percent for the fiscal year ended June 30, 2013, primarily due to an unfavorable product mix as a result of a decrease in our server related business, which has higher gross margins than our computing components business, and price erosion.

Our HiRel segment’s gross margin percentage decreased by 4.5 percentage points for the fiscal year ended June 30, 2013 compared to the prior year comparable period primarily due to unusual production costs associated with a fabrication transfer.

Our IP segment’s gross margin percentage decreased by 21.6 percentage points for the fiscal year ended June 30, 2013 compared to the prior year comparable period due to costs associated with the sale of patents.


36


Selling, General and Administrative Expense

(Dollar amounts in thousands)
Fiscal Year Ended
June 29, 2014

% of Revenues
Fiscal Year Ended
June 30, 2013
% of Revenues
Fiscal Year Ended
June 24, 2012
% of Revenues
% Revenues Change 2014 vs. 2013
% Revenues Change 2013 vs. 2012
Selling, General and Administrative Expense
$
182,318

16.5
%
$
181,746

18.6
%
$
200,411

19.1
%
(2.1) ppt

(0.5) ppt


Our SG&A expenses increased by $0.6 million for the fiscal year ended June 29, 2014, compared to the fiscal year ended June 30, 2013.  The year-over-year increase in SG&A expenses was primarily due to increased bonus expense and stock compensation expense, mostly offset by decreased litigation and other legal expenses.

SG&A expenses decreased by $18.7 million for the fiscal year ended June 30, 2013, compared to the fiscal year ended June 24, 2012. The year-over-year decrease in SG&A expenses was primarily due to a decrease in headcount related expenses and decreased professional services, partly offset by increased litigation expenses and increased stock compensation expense.  The decreases were partially offset by an increase in SG&A depreciation expense of $3.3 million for the fiscal year ended June 30, 2013 compared to the previous year due to the implementation of our Enterprise Resource Planning (“ERP”) system at the beginning of the second quarter of fiscal year 2012 as well as additional ERP enhancements which went into service throughout fiscal year 2013.

Research and Development Expense
(Dollar amounts in thousands)
Fiscal Year Ended
June 29, 2014

% of Revenues
Fiscal Year Ended
June 30, 2013
% of Revenues
Fiscal Year Ended
June 24, 2012
% of Revenues
% Revenues Change 2014 vs. 2013
% Revenues Change 2013 vs. 2012
Research and Development Expense
$
130,848

11.8
%
$
127,093

13.0
%
$
135,105

12.9
%
(1.2) ppt

0.1 ppt
    
R&D expenses increased by $3.8 million for the fiscal year ended June 29, 2014, compared to the fiscal year ended June 30, 2013.  The year-over-year increase in R&D expenses was primarily due to increased bonus expense and stock compensation expense, partially offset by a decrease resulting from the absence of a one-time asset impairment charge that was recorded in the prior year comparable period, and decreased material related costs.

R&D expenses decreased by $8.0 million for the fiscal year ended June 30, 2013, compared to the fiscal year ended June 24, 2012. The year-over-year decrease in R&D expenses was primarily due to a decrease in headcount related expenses as a result of our restructuring initiatives and decreased material related costs, which were partly offset by the exhaustion of certain reimbursable grant funding at the end of fiscal year 2012, increased asset impairment expense, and increased stock compensation expense.

Impairment of Goodwill

During the fourth quarter of fiscal years 2014 and 2013, we completed our annual goodwill impairment tests. Based on the results of these tests, no impairment was recorded in either period.

In the fourth quarter of fiscal year 2012, we completed our annual goodwill impairment tests, taking into account current and anticipated future economic conditions and technology trends, and estimated future operating results. After completing the first step in the goodwill impairment analysis, we concluded that the goodwill in the EP segment was impaired. Several factors led to a reduction in forecasted EP segment cash flows, key among them, deteriorating market conditions, business trends, and projected product mix, causing lower than expected performance. As a result, the net book value of our EP segment exceeded its estimated fair value determined using a discounted cash flow analysis. As the estimated fair value was less than the net book value, we performed the second step of the impairment test, and as a result of the step two analysis, we recorded a goodwill impairment charge of $69.4 million relating to our EP segment in fiscal year 2012.


37


Asset Impairment, Restructuring and Related Charges (Recoveries)

Asset impairment, restructuring and related charges reflect the impact of certain cost reduction programs and initiatives implemented by us. These programs and initiatives include the closing of facilities, the termination of employees and other related activities. Asset impairment, restructuring and related charges include program-specific exit costs, severance benefits pursuant to an ongoing benefit arrangement, and special termination benefits. Severance costs unrelated to our restructuring initiatives are recorded as an element of cost of sales, R&D expense, or SG&A expense, depending upon the classification and function of the employment position terminated. Restructuring costs are expensed during the period in which all requirements of recognition were met.

Fiscal Year 2013 Initiatives

During the first quarter of fiscal year 2013, we announced a restructuring plan to modify our manufacturing strategy and lower operating expenses in order to align our cost structure with business conditions. As part of the plan, we are incurring costs recorded in asset impairment, restructuring and related charges related primarily to the following:

El Segundo Fabrication Facility Closure Initiative
Newport Fabrication Facility Resizing Initiative
Other Cost Reduction Activities Initiative (completed in fiscal year 2013)

The following tables summarize the total asset impairment, restructuring and related charges by initiative for fiscal years 2014 and 2013 (in thousands):
 
Fiscal Year Ended
 
June 29, 2014
 
El Segundo
Fabrication Facility Closure Initiative
 
Newport Fabrication Facility Resizing Initiative
 
Other Cost Reduction Activities Initiative
 
Total
Reported in asset impairment, restructuring and related charges:
 
 
 
 
 
 
 
Asset impairment
$

 
$

 
$

 
$

Severance and workforce reduction costs (recoveries)
(20
)
 
141

 

 
121

Decommissioning costs

 
383

 

 
383

Relocation and re-qualification costs
4

 
5,130

 

 
5,134

Total asset impairment, restructuring and related charges
$
(16
)
 
$
5,654

 
$

 
$
5,638


 
Fiscal Year Ended
 
June 30, 2013
 
El Segundo
Fabrication Facility Closure Initiative
 
Newport Fabrication Facility Resizing Initiative
 
Other Cost Reduction Activities Initiative
 
Total
Reported in asset impairment, restructuring and related charges:
 
 
 
 
 
 
 
Asset impairment
$
178

 
$
675

 
$
1,062

 
$
1,915

Severance and workforce reduction costs
5,875

 
597

 
5,417

 
11,889

Decommissioning costs

 
79

 

 
79

Relocation and re-qualification costs
398

 
2,715

 

 
3,113

Total asset impairment, restructuring and related charges
$
6,451

 
$
4,066

 
$
6,479

 
$
16,996

    

38


In addition to the amounts in the tables above, $2.1 million and $2.0 million of other charges related to the restructuring initiatives were recorded in cost of sales during the fiscal years ended June 29, 2014 and June 30, 2013, respectively. These charges, which were for accelerated depreciation and inventory write-downs, are not classifiable as restructuring costs, and were therefore recorded in cost of sales.

The following table summarizes changes in our restructuring related accruals related to our fiscal year 2013 initiatives for the fiscal years ended June 29, 2014 and June 30, 2013, which are included in accrued salaries, wages, and benefits on the balance sheet (in thousands):
 
El Segundo
Fabrication Facility Closure Initiative
 
Newport Fabrication Facility Resizing Initiative
 
Other Cost Reduction Activities Initiative
 
Total
Accrued severance and workforce reduction costs at June 24, 2012
$

 
$

 
$

 
$

Accrued during the period and charged to asset impairment, restructuring and related charges
5,875

 
597

 
5,417

 
11,889

Costs paid during the period
$
(5,678
)
 
$
(597
)
 
$
(5,417
)
 
$
(11,692
)
Accrued severance and workforce reduction costs June 30, 2013
197

 

 

 
197

Accrued during the period and charged to asset impairment, restructuring and related charges
$
(20
)
 
$
141

 
$

 
$
121

Costs paid during the period
(120
)
 
(141
)
 

 
(261
)
Accrued severance and workforce reduction costs June 29, 2014
$
57

 
$

 
$

 
$
57


El Segundo Fabrication Facility Closure Initiative

During fiscal year 2013, we adopted a restructuring plan and closed our El Segundo wafer fabrication facility in the third quarter of fiscal year 2013. During the fiscal year ended June 29, 2014, we incurred de minimis asset impairment, restructuring and related charges. During the fiscal year ended June 30, 2013, we incurred $6.5 million of asset impairment, restructuring and related charges.

In addition to the restructuring charges above, during the fiscal year ended June 30, 2013, we recorded $1.5 million of other charges related to the restructuring initiative in cost of sales. These other charges, which were for accelerated depreciation and inventory write-downs, are not classifiable as restructuring costs, and affected the ESP reporting segment. We recorded no such charges during the fiscal year ended June 29, 2014.

During the fiscal years ended June 29, 2014 and June 30, 2013, cash payments for this initiative were $0.1 million and $6.1 million, respectively, and are estimated to be approximately $0.1 million in fiscal year 2015.

In addition, we estimate we will make total cash expenditures of $2.5 million for the decontamination and restoration of this fabrication facility. These costs were previously considered as part of the asset impairment of the El Segundo Fabrication Facility recorded in the fourth quarter of fiscal year 2012, and are not anticipated to result in additional restructuring charges.

As a result of the El Segundo facility now being closed and in a decommissioning phase, no further expenses are expected to be incurred related to this initiative and we have achieved the previously estimated annual cost savings of approximately $10 million for fiscal year 2014 compared to our pre-initiative run rate. These cost savings were the result of reduced manufacturing overhead costs, which would have impacted cost of sales. These overhead cost savings were not offset by additional costs incurred in other locations.


39


Newport, Wales Fabrication Facility Resizing Initiative

During fiscal year 2013, we adopted a restructuring plan to resize our wafer fabrication facility in Newport, Wales in several phases. We currently expect the resizing to be completed by the middle of calendar year 2015. During the fiscal year ended June 29, 2014 and June 30, 2013, we incurred $5.7 million and $4.1 million, respectively, of asset impairment, restructuring and related charges. In connection with the plan, the Company estimates total pre-tax costs of approximately $16.3 million. These consist of approximately $0.7 million of asset impairment costs, $2.6 million of severance and workforce reduction costs, $4.4 million of decommissioning costs, and $8.6 million of relocation and re-qualification costs. In addition to the restructuring charges above, during the fiscal years ended June 29, 2014 and June 30, 2013, we recorded $2.1 million and $0.5 million, respectively, of other charges related to the restructuring initiative in cost of sales. These other charges, which were for accelerated depreciation, are not classifiable as restructuring costs.

During the fiscal years ended June 29, 2014 and June 30, 2013, cash payments for this initiative were $5.7 million and $3.4 million, respectively, and are estimated to be approximately $6.6 million in fiscal year 2015.

After the completion of this initiative, we estimate annual cost savings of approximately $16 million compared to our pre-initiative run rate. These cost savings are the result of reduced manufacturing overhead costs, which will impact cost of sales. We do not anticipate these cost savings to be offset by additional costs incurred in other locations.

Other Cost Reduction Activities Initiative (completed in fiscal year 2013)

During fiscal year 2013, we completed all actions for this initiative to reduce (i) capacity at manufacturing facilities in Mexico, California, and Arizona, and (ii) administrative and research and development costs around the world. As part of the plan, we incurred $5.4 million of severance and workforce reduction costs in fiscal year 2013.  During the fiscal year ended June 30, 2013, severance and workforce reduction costs included $3.0 million related to manufacturing functions, $1.1 million for general and administrative functions, and $1.3 million for research and development functions.

As part of these efforts, during the fiscal year ended June 30, 2013, we also incurred $1.1 million of asset impairment costs for the planned disposition of certain manufacturing equipment related to our manufacturing facility in Mexico. During the fiscal year ended June 30, 2013, cash payments for this initiative were $5.4 million.

As a result of the efforts associated with this initiative, we have achieved the previously estimated annual cost savings of approximately $18 million for fiscal year 2014 compared to our pre-initiative run rate and the initiative is now closed. These cost savings resulted in reduced SG&A and R&D expenses, as well as lower cost of sales. Furthermore, these cost savings were not offset by significant additional costs incurred in other locations.


Other Expense, Net

Other expense, net includes, primarily, gains and losses related to foreign currency fluctuations and investment impairments, offset by tax indemnification releases. Other expense, net, was $3.0 million and $1.4 million for the fiscal years ended June 29, 2014 and June 30, 2013, respectively. Other expense, net for the fiscal year ended June 29, 2014 includes a foreign currency exchange loss of $1.5 million, and an unrealized loss of $1.4 million due to fluctuation in the fair value of a derivative financial instrument. The prior year comparable period included a foreign currency exchange loss of $2.2 million, and a cost-based investment impairment charge of $0.4 million, partially offset by a release of tax indemnification reserves of $1.1 million.

Other expense, net, was $4.3 million for the fiscal year ended June 24, 2012. The fiscal year ended June 24, 2012 included a foreign currency exchange loss of $3.5 million, and investment impairment charges of $2.9 million, which were partially offset by a $1.3 million release of tax indemnification reserves. Foreign currency exchange losses consist primarily of the re-measurement into the functional currency of non-functional currency receivable and payable balances, including intercompany balances, partially offset by foreign currency forward contracts.


40


Interest Expense (Income), Net

Interest income includes, primarily, realized gains related to the disposal of investments, and interest income from investments. Interest income was $0.4 million, $0.4 million, and $0.8 million for the fiscal years ended June 29, 2014, June 30, 2013, and June 24, 2012, respectively.  Interest income remained relatively flat for the fiscal year ended June 29, 2014 compared to the fiscal year ended June 30, 2013. The decline in interest income for the fiscal year ended June 30, 2013 compared to the fiscal year ended June 24, 2012, was due primarily to lower average balances of interest bearing investments and lower interest rates that reduced interest income by $0.4 million.

Interest expense has remained relatively flat at around $0.5 million in each of the previous three fiscal years.


Income Taxes

Our provision for (benefit from) income taxes and effective tax rate for the fiscal years ended June 29, 2014, June 30, 2013, and June 24, 2012 was as follows (in thousands, except percentages):

 
Fiscal Year Ended
 
June 29, 2014
 
June 30, 2013
 
June 24, 2012
Income (loss) before income taxes
$
70,986

 
$
(76,830
)
 
$
(71,807
)
Provision for (benefit from) income taxes
12,253

 
11,990

 
(16,757
)
Effective tax rate
17.3
%
 
(15.6
)%
 
23.3
%


In fiscal year 2014 we recorded a tax expense of $12.3 million, or 17.3 percent of pre-tax income of $71.0 million. The main components of the expense were: (i) $7.0 million expense related to foreign and domestic taxes, (ii) $6.7 million expense resulting from multijurisdictional taxation, which included an expense of $2.9 million for the correction of an immaterial prior period error related to a deferred tax charge, (iii) $4.4 million related to a reduction of the United Kingdom (“UK”) statutory tax rate, reducing the value of the Company’s net deferred tax assets in the U.K. by this amount, (iv) $2.7 million in foreign withholding taxes, and (v) $0.5 million expense related to other foreign taxes. These expenses were partially offset by a net reduction in various foreign uncertain tax positions and related interest and penalties, which arose from lapses in applicable statutes of limitation and settlements with tax authorities, totaling approximately $9.0 million.

In fiscal year 2013 we recorded a tax expense of $12.0 million, or (15.6) percent, against a pre-tax loss of $76.8 million. The main components of the expense were: (i) $9.9 million expense related to foreign and domestic taxes, (ii) $3.5 million related to a reduction of the United Kingdom (“UK”) statutory tax rate, reducing the value of the Company’s net deferred tax assets in the U.K. by this amount, (iii) $3.3 million in foreign withholding taxes, and (iv) $0.4 million expense related to other foreign taxes. These expenses were partially offset by a net reduction in various foreign uncertain tax positions and related interest and penalties, which arose from lapses in applicable statutes of limitation and settlements with tax authorities, totaling approximately $5.1 million.

In fiscal year 2012 we recorded a tax benefit of $16.8 million, or 23.3 percent of pre-tax loss of $71.8 million. The main components of the benefit were: (i) $28.6 million benefit from release of the valuation allowance established with respect to our UK deferred tax assets and (ii) $7.7 million benefit resulting from multijurisdictional taxation. The benefit was partially offset by (i) $10.3 million increase in the valuation allowance established with respect to state deferred tax assets, (ii) $5.0 million of foreign withholding taxes, (iii) $3.0 million increase in foreign uncertain tax positions and related interest and penalties, (iv) $0.7 million expense related to foreign and domestic taxes, and (v) $0.5 million expense related to other foreign taxes.

We operate in multiple foreign jurisdictions with lower statutory tax rates than the United States, and our operation in Singapore has the most significant impact on the effective tax rate for the fiscal year 2014. We expect to be subject to an effective tax rate of 17 percent in Singapore for fiscal year 2015.


41


Liquidity and Capital Resources

Contractual Obligations and Commercial Commitments

As of the fiscal year ended June 29, 2014, our contractual obligations and commercial commitments described below are as follows (in thousands):
 
 
 
Payments Due by Period
 
Total
 
Less than
1 Year
 
1 - 2
Years
 
2 - 3
Years
 
3 - 4
Years
 
4 - 5
Years
 
5 Years &
Thereafter
Operating leases (1)
$
49,320

 
$
12,393

 
$
10,170

 
$
7,021

 
$
6,240

 
$
5,988

 
$
7,508

Purchase commitments:
 
 
 
 
 
 
 
 
 
 
 
 
 
     Capital purchase obligations
15,690

 
11,157

 
2,765

 
1,768

 

 

 

     Other purchase obligations
105,326

 
101,606

 
3,164

 
496

 
46

 
14

 

Total contractual obligations
$
170,336

 
$
125,156

 
$
16,099

 
$
9,285

 
$
6,286

 
$
6,002

 
$
7,508


 
 
Amount of Commercial Commitments by Expiration Period
 
 
 
Total
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Bank guarantees and letters of credit (1)
$
712

 
$
712

 

 

 

 

 
Total bank guarantees and letters of credit
$
712

 
$
712

 
$

 
$

 
$

 
$


(1)
These represent our off-balance sheet arrangements.

The contractual obligations table above does not include reserves of $3.2 million for non-current liabilities related to unrecognized tax benefits as of June 29, 2014.

Other purchase obligations in the table above represent non-capital related agreements with vendors to supply inventory, inputs and/or services to our fabrication and assembly and test facilities.

On October 27, 2008, our Board of Directors authorized a stock repurchase program of up to $100.0 million of common stock of the Company. On July 20, 2010, our Board of Directors authorized an increase in the stock repurchase program limit by an additional $50.0 million bringing the total program authorization to $150.0 million. Repurchases of our shares of common stock under this program may be made in the open market or through privately negotiated transactions. The timing and actual number of shares repurchased depends on market conditions and other factors. The stock repurchase program may be suspended at any time without prior notice. For the fiscal year ended June 29, 2014, we repurchased approximately 0.5 million shares for approximately $12.6 million. As of June 29, 2014, we have purchased an aggregate of approximately 6.7 million shares for approximately $125.8 million under the program.


Revolving Credit Facility

On October 25, 2012 (the “Closing Date”), we entered into a Credit Agreement (the “Credit Agreement”), as borrower, with Wells Fargo Bank, National Association, as Administrative Agent (“Agent”), and certain lenders (the “Lenders”), pursuant to which we established a senior unsecured revolving credit facility (the “Credit Facility”) in an aggregate principal amount of $100 million with sublimits for swingline loans (of $25 million) and the issuance of letters of credit (of $10 million). The Credit Facility matures on October 25, 2016.

The proceeds of the Credit Facility may be used to finance certain capital expenditures and acquisitions permitted thereunder, to provide for the working capital and general corporate needs as well as to pay fees, commissions and expenses associated with the Credit Facility.


42


Outstanding amounts under the Credit Facility will initially bear interest at a rate per annum equal to, at our option, either (a) LIBOR plus 1.25 percent or (b) a “Base Rate” (equal to the greatest of (i) the Agent’s prime rate; (ii) the federal funds rate plus 0.50 percent; and (iii) LIBOR plus 1.00 percent) plus 0.25 percent. From and after our fiscal quarter ending on March 24, 2013, the margin over LIBOR and the Base Rate may be adjusted periodically based on our ratio of total funded debt to consolidated EBITDA as defined under the Credit Facility, with 1.75 percent per annum being the maximum LIBOR margin and 0.75 percent per annum being the maximum Base Rate margin established by such adjustment mechanism. We are required to pay a commitment fee on the unused commitments under the Credit Facility at an initial rate equal to 0.25 percent per annum (subject to a similar leverage-based adjustment up to a maximum of 0.35 percent per annum).

The terms of the Credit Agreement require us (subject to certain limited exceptions and conditions) to comply with the following financial tests: (i) maintenance of maximum total funded debt to consolidated EBITDA of not more than 2.50 to 1.0; (ii) maintenance of minimum consolidated EBITDA to consolidated interest charges of 4.00 to 1.0; and (iii) maintenance of minimum available liquidity of at least $200 million. Liquidity is generally defined as cash and cash equivalents, short-term investments and long-term investments (not to exceed $50 million), and the undrawn amount of the Credit Facility. As a result of the requirement to comply with the financial tests, we will not be able to access the Credit Facility during periods where the financial tests, including the minimum liquidity threshold, are not met, thereby limiting our ability to draw on the line during a period of illiquidity or at any other time where the minimum liquidity threshold is not met.

In addition, the Credit Agreement contains certain covenants that, among other things, restrict additional indebtedness, liens and encumbrances, investments, acquisitions, loans and advances, mergers, consolidations and asset dispositions, dividends and other restricted payments, transactions with affiliates, capital expenditures (limited to between $175 million and $200 million per annum during the term of the Credit Facility) and other matters customarily restricted in such agreements, in each case, subject to certain customary exceptions.

The Credit Agreement also contains customary provisions related to: (i) events of default, including payment defaults, (ii) breaches of representations and warranties, (iii) covenant defaults, (iv) cross-defaults to certain material indebtedness in excess of specified amounts, (v) certain events of bankruptcy and insolvency, (vi) judgments in excess of specified amounts, (vii) certain impairments to the guarantees or collateral documents, and (viii) change in control defaults.

As of June 29, 2014, we were in compliance with the financial covenants, and there were no amounts outstanding under the Credit Facility.

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various off-balance sheet arrangements, including operating leases for buildings and equipment, standby letters of credit or other guarantees, and purchase commitments. See tables under “Contractual Obligations and Commercial Commitments” as disclosed previously in this “Liquidity and Capital Resources” section.

Sources and Uses of Cash

We require cash to fund our operating expense and working capital requirements, capital expenditures, strategic growth initiatives, and to repurchase our common stock under our stock repurchase program. Our primary sources for funding these requirements are cash and investments on hand and cash from operating activities. On October 25, 2012, we entered into a $100 million unsecured revolving credit facility, as discussed above. To maintain the availability of the Facility, we have to comply with a number of covenants and satisfy a number of conditions, including a minimum available liquidity requirement. We are currently in compliance with the financial covenants contained in the Credit Agreement.


43


Total cash (excluding restricted cash), cash equivalents, and investments at the end of each year were as follows (in thousands):

 
Fiscal Year Ended
 
June 29, 2014
 
June 30, 2013
Cash and cash equivalents
$
588,922

 
$
443,490

Investments
20,114

 
11,056

Total cash, cash equivalents, and investments
$
609,036

 
$
454,546


Our cash, cash equivalents and investments as of June 29, 2014 totaled $609.0 million (excluding restricted cash of $1.4 million), compared to $454.5 million (excluding restricted cash of $1.3 million) as of June 30, 2013. Our cash equivalents and investments consisted of money market funds and publicly traded equity investments, respectively. The increase in our cash and investments was primarily due to cash flows from operating activities of $180.1 million, which consisted of $58.7 million of net income for fiscal year 2014 as adjusted for significant non-cash expenses, including depreciation expense and stock based compensation expense.

As of June 29, 2014, we had increases of $145.4 million in cash and cash equivalents and $9.1 million in investments, compared to the balances as of June 30, 2013.

We believe that our existing cash and cash equivalents will be sufficient to meet operating requirements and satisfy our existing balance sheet liabilities and other cash obligations for at least the next twelve months. Our cash and cash equivalents are available to fund working capital needs, strategic growth initiatives, if any, repurchase of stock for our common stock repurchase program and capital expenditures. During fiscal year 2014, we took actions to meet our longer term revenue growth goals, including ongoing capital investments in our existing manufacturing operations and in the construction and production ramp of a new wafer thinning facility in Singapore.

Cash Flow

Our cash flows were as follows (in thousands):
 
Fiscal Year Ended
 
June 29, 2014
 
June 30, 2013
 
June 24, 2012
Cash flows provided by operating activities
$
180,086

 
$
139,396

 
$
41,051

Cash flows used in investing activities
(32,045
)
 
(4,659
)
 
(3,319
)
Cash flows (used in) provided by financing activities
(7,897
)
 
4,800

 
(26,847
)
Effect of exchange rates on cash and cash equivalents
5,288

 
(1,470
)
 
(4,193
)
Net increase in cash and cash equivalents
$
145,432

 
$
138,067

 
$
6,692


Non-cash adjustments to cash flow provided by operating activities during the fiscal year ended June 29, 2014 included $87.2 million of depreciation and amortization, $26.5 million of stock compensation expense, and $6.4 million of amortization of intangible assets. Changes in operating assets and liabilities decreased cash provided by operating activities by $11.2 million, primarily attributed to an increase in accounts receivable, partially offset by an increase in accrued salaries expense and a decrease in other assets.

Cash used in investing activities of $32.0 million during the fiscal year ended June 29, 2014 was primarily the result of capital expenditures of $44.1 million, partially offset by the sales and maturities of investments of $11.0 million. Cash used in financing activities of $7.9 million during the fiscal year ended June 29, 2014 was primarily the result of stock repurchases under the stock repurchase program and cash used for net settlement of restricted stock units, partially offset by proceeds from exercises of stock options.


44


Working Capital

Our working capital is dependent on demand for our products and our ability to manage accounts receivable and inventories. Other factors which may result in changes to our working capital levels are our restructuring initiatives, investment impairments and share repurchases.

The changes in working capital for the fiscal year ended June 29, 2014 were as follows (in thousands):
 
June 29, 2014
 
June 30, 2013
 
Change
Current Assets
 
 
 
 
 
Cash and cash equivalents
$
588,922

 
$
443,490

 
$
145,432

Restricted cash
635

 
611

 
24

Short-term investments
20,114

 
11,056

 
9,058

Trade accounts receivable, net
161,723

 
137,762

 
23,961

Inventories
230,011

 
232,315

 
(2,304
)
Current deferred tax assets
2,145

 
4,948

 
(2,803
)
Prepaid expenses and other current assets
26,675

 
33,002

 
(6,327
)
Total current assets
1,030,225

 
863,184

 
167,041

 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
Accounts payable
86,256

 
89,312

 
(3,056
)
Accrued income taxes
2,946

 
949

 
1,997

Accrued salaries, wages and commissions
47,750

 
39,719

 
8,031

Other accrued expenses
72,968

 
78,414

 
(5,446
)
Total current liabilities
209,920

 
208,394

 
1,526

Net working capital
$
820,305

 
$
654,790

 
$
165,515


For a discussion of changes in cash and investments, please see "Sources and Uses of Cash" and "Cash Flows," above.

The increase in net trade accounts receivable of $24.0 million from June 30, 2013 to June 29, 2014 reflects the increase in average weekly revenue of approximately 15.9 percent for the quarter ended June 29, 2014 compared to the quarter ended June 30, 2013, while our days-sales-outstanding remained relatively flat.

Inventories decreased $2.3 million during the fiscal year ended June 29, 2014 due to a $10.5 million decrease in raw materials, partially offset by a $5.9 million increase in work-in-process and a $2.3 million increase in finished goods. Due to this decrease in inventory, inventory weeks decreased to approximately 16 weeks as of June 29, 2014 from approximately 17 weeks as of June 30, 2013.

Other

As of June 29, 2014, if our offshore cash, cash equivalents, and investment amounts were repatriated to the U.S., approximately $43.0 million would incur U.S. federal and state income taxes. We expect the amount that would incur U.S. federal and state income taxes to vary depending on a number of factors, including, but not limited to, general market conditions, the level of economic activity, and applicable regulatory or statutory changes.  We believe that the amount of offshore cash, cash equivalents and investments will increase over time, consistent with increases in our planned offshore business activity, offset by offshore working capital needs and strategic investments to support the growth and expansion of the Company overall. In light of our overall amount of $609.0 million in cash (excluding restricted cash of $1.4 million), cash equivalents and short-term investments as of June 29, 2014, we do not believe that indefinite reinvestment of approximately $43.0 million of earnings off-shore would have a material adverse effect on us as a whole.



45


Recent Accounting Standards

Information set forth under Part II, Item 8, Note 1, “Business, Basis of Presentation and Summary of Significant Accounting Policies—Recent Accounting Standards” is incorporated herein by reference.


Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. The U.S. Securities and Exchange Commission has defined critical accounting policies as those that “are both most important to the portrayal of the company’s financial condition and results, and they require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.” As such, we have identified the following policies as our critical accounting policies: Revenue recognition, impairment of long-lived assets, intangibles and goodwill, inventories, income taxes and loss contingencies.

The judgments and estimates we make in applying the accounting principles generally accepted in the U.S. affect the amounts of assets and liabilities reported, disclosures, and reported amounts of revenues and expenses. As such, we evaluate the judgments and estimates underlying all of our accounting policies, including those noted above, on an ongoing basis. We have based our estimates on the latest available historical information as well as known or foreseen trends; however, we cannot guarantee that we will continue to experience the same patterns in the future. If the historical data and assumptions we used to develop our estimates do not properly reflect future activity, our net sales, gross profit, net income and earnings per share could be materially and adversely impacted.

Revenue Recognition and Allowances

Revenue is recognized when there is persuasive evidence of an arrangement, the price to the buyer is fixed or determinable, collection is reasonably assured, and delivery or performance of service has occurred. We recognize revenue upon shipment or upon delivery, depending on specific contractual terms and/or shipping terms with the customer. If title transfer and risk of loss are addressed explicitly in a customer contract or purchase order, or by reference to the standard terms and conditions, those stated terms determine whether the recognition of revenue on product sales to that customer shall be upon either shipment or delivery. If both the contract and purchase order are silent with respect to shipping terms and lack reference to our standard terms and conditions, barring other contrary information, transfer of title and risk of loss will follow the historical shipping terms for that customer. If revenue is to be recognized upon delivery, such delivery date is tracked through information provided by the third party shipping company used by us to deliver the product to the customer.

Generally, we recognize revenue on sales to distributors using the "sell in" method (i.e. when product is sold to the distributor) rather than the "sell through" method (i.e. when the product is sold by the distributor to the end user). Certain distributors and other customers have limited rights of return (including stock rotation rights) and/or are entitled to price protection, where a rebate credit may be provided to the customer if we lower our price on products held in the distributor's inventory. Additionally, in certain limited cases, we may pre-approve a credit to a distributor to facilitate a particular sale by the distributor to an end customer. We record a reduction in revenue for estimated future product returns and future credits to be issued to the customer in the period in which revenues are recognized. The estimate of future returns and credits is based on historical sales returns, analysis of credit memo data, and other factors known at the time of revenue recognition. We monitor product returns, credits, and potential price adjustments on an ongoing basis.

We also maintain consignment inventory arrangements with certain of our customers. Pursuant to these arrangements, we deliver products to a customer or a designated third party warehouse based upon the customer's projected needs, but do not recognize revenue unless and until the customer or third party reports that it has removed the product from the warehouse, and all the other revenue recognition criteria are met.


46


We recognize royalty revenue in accordance with agreed upon terms when performance obligations are satisfied, the amount is fixed or determinable, and collectability is reasonably assured. The amount of royalties recognized is often calculated based on the licensees' periodic reporting to us. Any upfront payments are recognized as revenue only if there is no continuing performance obligation when the license commences and collectability is reasonably assured. Otherwise, revenue is amortized over the life of the license or according to performance obligations outlined in the license agreement.

If our customers’ contracts contain substantive acceptance provisions, we recognize revenue in accordance with the specific contract acceptance provisions. Sales taxes and other taxes directly imposed on revenue‑producing transactions are excluded from revenue.

Goodwill, Acquisition-Related and Other Intangible Assets

We classify the difference between the consideration transferred and the fair value of the net tangible and intangible assets acquired at the date of acquisition as goodwill. We classify intangible assets apart from goodwill if the assets have contractual or other legal rights, or if the assets can be separated and sold, transferred, licensed, rented or exchanged. Depending on the nature of the assets acquired, the amortization period may range from 2 to 15 years for those acquisition‑related intangible assets subject to amortization.

We evaluate the carrying value of long-lived assets, including goodwill and other intangible assets, annually during the fourth quarter of each fiscal year and more frequently if we believe indicators of impairment exist and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In evaluating goodwill, a two-step goodwill impairment test is applied to each reporting un