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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rambus Inc | NASDAQ:RMBS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.83 | 3.37% | 56.08 | 50.57 | 65.00 | 56.41 | 55.30 | 55.90 | 1,289,791 | 05:00:07 |
(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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94-3112828
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1050 Enterprise Way, Suite 700
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Sunnyvale, California
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94089
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.001 Par Value
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The NASDAQ Stock Market LLC
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(The NASDAQ Global Select Market)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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•
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Success in the markets of our products and services or our customers’ products;
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•
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Sources of competition;
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•
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Research and development costs and improvements in technology;
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•
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Sources, amounts and concentration of revenue, including royalties;
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•
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Success in signing and renewing license agreements;
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•
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Terms of our licenses and amounts owed under license agreements;
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•
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Technology product development;
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•
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Dispositions, acquisitions, mergers or strategic transactions and our related integration efforts, including our recent acquisition of Smart Card Software Ltd., the assets of Semtech Corporation's Snowbush IP group and Inphi Corporation's Memory Interconnect Business;
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•
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Impairment of goodwill and long-lived assets;
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•
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Pricing policies of our customers;
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•
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Changes in our strategy and business model, including the expansion of our portfolio of inventions, products, software, services and solutions to address additional markets in lighting, memory, chip, mobile payments, smart ticketing and security;
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•
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Deterioration of financial health of commercial counterparties and their ability to meet their obligations to us;
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•
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Effects of security breaches or failures in our or our customers’ products and services on our business;
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•
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Engineering, sales and general and administration expenses;
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•
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Contract revenue;
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•
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Operating results;
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•
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International licenses, operations and expansion;
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•
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Effects of changes in the economy and credit market on our industry and business;
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•
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Ability to identify, attract, motivate and retain qualified personnel;
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•
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Effects of government regulations on our industry and business;
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•
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Manufacturing, shipping and supply partners and/or sale and distribution channels;
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•
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Growth in our business;
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•
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Methods, estimates and judgments in accounting policies;
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•
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Adoption of new accounting pronouncements;
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•
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Effective tax rates;
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Restructurings and plans of termination;
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•
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Realization of deferred tax assets/release of deferred tax valuation allowance;
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•
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Trading price of our common stock;
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•
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Internal control environment;
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•
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The level and terms of our outstanding debt and the repayment or financing of such debt;
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•
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Protection of intellectual property;
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•
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Any changes in laws, agency actions and judicial rulings that may impact the ability to enforce intellectual property rights;
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•
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Indemnification and technical support obligations;
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•
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Equity repurchase plans;
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•
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Issuances of debt or equity securities, which could involve restrictive covenants or be dilutive to our existing stockholders;
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•
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Outcome and effect of potential future intellectual property litigation and other significant litigation; and
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•
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Likelihood of paying dividends.
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Item 1.
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Business
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•
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Memory and Interfaces (MID)
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•
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Security (RSD)
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•
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Emerging Solutions (ESD)
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•
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Lighting (RLD)
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Item 1A.
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Risk Factors
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•
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expenditure of significant financial and research and development resources in efforts to analyze, correct, eliminate or work around breaches, errors, bugs or defects or to address and eliminate vulnerabilities;
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•
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financial liability to customers for breach of certain contract provisions, including indemnification obligations;
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•
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loss of existing or potential customers;
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•
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delayed or lost revenue;
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•
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delay or failure to attain market acceptance;
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•
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negative publicity, which would harm our reputation; and
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•
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litigation, regulatory inquiries or investigations that would be costly and harm our reputation.
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•
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hiring, maintaining and managing a workforce and facilities remotely and under various legal systems, including compliance with local labor and employment laws;
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•
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non-compliance with our code of conduct or other corporate policies;
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•
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natural disasters, acts of war, terrorism, widespread illness or security breaches;
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•
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export controls, tariffs, import and licensing restrictions and other trade barriers;
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•
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profits, if any, earned abroad being subject to local tax laws and not being repatriated to the United States or, if repatriation is possible, limited in amount;
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•
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adverse tax treatment of revenue from international sources and changes to tax codes, including being subject to foreign tax laws and being liable for paying withholding, income or other taxes in foreign jurisdictions;
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•
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unanticipated changes in foreign government laws and regulations;
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•
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increased financial accounting and reporting burdens and complexities;
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•
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lack of protection of our intellectual property and other contract rights by jurisdictions in which we may do business to the same extent as the laws of the United States;
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•
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potential vulnerability to computer system, internet or other systemic attacks, such as denial of service, viruses or other malware which may be caused by criminals, terrorists or other sophisticated organizations;
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•
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social, political and economic instability;
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•
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geopolitical issues, including changes in diplomatic and trade relationships; and
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•
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cultural differences in the conduct of business both with customers and in conducting business in our international facilities and international sales offices.
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•
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any progress, or lack of progress, real or perceived, in the development of products that incorporate our innovations and technology companies' acceptance of our products, including the results of our efforts to expand into new target markets;
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•
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our signing or not signing new licenses and the loss of strategic relationships with any customer;
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•
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announcements of technological innovations or new products by us, our customers or our competitors;
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•
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changes in our strategies, including changes in our licensing focus and/or acquisitions of companies with business models or target markets different from our own;
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•
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positive or negative reports by securities analysts as to our expected financial results and business developments;
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•
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developments with respect to patents or proprietary rights and other events or factors;
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•
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new litigation and the unpredictability of litigation results or settlements; and
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•
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issuance of additional securities by us, including in acquisitions.
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•
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we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions;
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•
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our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, litigation, general corporate or other purposes may be limited;
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•
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a substantial portion of our cash flows from operations in the future may be required for the payment of the principal amount of our existing indebtedness when it becomes due at maturity in August 2018; and
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•
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we may be required to make cash payments upon any conversion of the 2018 Notes, which would reduce our cash on hand.
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•
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our board of directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock, which means that a stockholder rights plan could be implemented by our board;
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our board of directors is staggered into two classes, only one of which is elected at each annual meeting;
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•
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stockholder action by written consent is prohibited;
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•
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nominations for election to our board of directors and the submission of matters to be acted upon by stockholders at a meeting are subject to advance notice requirements;
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•
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certain provisions in our bylaws and certificate of incorporation such as notice to stockholders, the ability to call a stockholder meeting, advance notice requirements and action of stockholders by written consent may only be amended with the approval of stockholders holding 66 2/3% of our outstanding voting stock;
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•
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our stockholders have no authority to call special meetings of stockholders; and
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•
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our board of directors is expressly authorized to make, alter or repeal our bylaws.
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any current or future U.S. or foreign patent applications will be approved and not be challenged by third parties;
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•
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our issued patents will protect our intellectual property and not be challenged by third parties;
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•
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the validity of our patents will be upheld;
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•
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our patents will not be declared unenforceable;
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•
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the patents of others will not have an adverse effect on our ability to do business;
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•
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Congress or the U.S. courts or foreign countries will not change the nature or scope of rights afforded patents or patent owners or alter in an adverse way the process for seeking or enforcing patents;
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•
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changes in law will not be implemented, or changes in interpretation of such laws will occur, that will affect our ability to protect and enforce our patents and other intellectual property;
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•
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new legal theories and strategies utilized by our competitors will not be successful;
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•
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others will not independently develop similar or competing chip interfaces or design around any patents that may be issued to us; or
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•
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factors such as difficulty in obtaining cooperation from inventors, pre-existing challenges or litigation, or license or other contract issues will not present additional challenges in securing protection with respect to patents and other intellectual property that we acquire.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Number of
Offices
Under Lease
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Location
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Primary Use
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6
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United States
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Sunnyvale, CA (Corporate Headquarters)
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Executive and administrative offices, research and development, sales and marketing and service functions
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Chapel Hill, NC
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Research and development
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Brecksville, OH (2)
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Research and development, prototyping and light manufacturing facility
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San Francisco, CA
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Research and development
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Richardson, TX
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Research and development
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Westlake Village, CA
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Research and development
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1
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Bangalore, India
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Administrative offices, research and development and service functions
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1
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Tokyo, Japan
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Business development
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1
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Seoul, Korea
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Business development
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1
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Shanghai, China
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Business development
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1
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Taipei, Taiwan
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Business development
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1
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Melbourne, Australia
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Business development
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1
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Rotterdam, The Netherlands
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Administrative offices, research and development, sales and marketing and service functions
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1
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East Kilbride, United Kingdom
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Administrative offices, research and development, sales and marketing and service functions
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1
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Toronto, Canada
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Research and development
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1
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Espoo, Finland
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Research and development
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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|
Year Ended
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Year Ended
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||||||||||||
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December 31, 2016
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December 31, 2015
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||||||||||||
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High
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Low
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|
High
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Low
|
||||||||
First Quarter
|
$
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13.99
|
|
|
$
|
10.66
|
|
|
$
|
12.88
|
|
|
$
|
10.01
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|
Second Quarter
|
$
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13.97
|
|
|
$
|
11.13
|
|
|
$
|
15.49
|
|
|
$
|
12.44
|
|
Third Quarter
|
$
|
14.50
|
|
|
$
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11.42
|
|
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$
|
14.80
|
|
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$
|
10.36
|
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Fourth Quarter
|
$
|
14.39
|
|
|
$
|
11.44
|
|
|
$
|
14.07
|
|
|
$
|
9.86
|
|
|
12/11
|
12/12
|
12/13
|
12/14
|
12/15
|
12/16
|
Rambus Inc.
|
100.00
|
64.50
|
125.43
|
146.89
|
153.51
|
182.38
|
NASDAQ Composite
|
100.00
|
116.41
|
165.47
|
188.69
|
200.32
|
216.54
|
RDG Semiconductor Composite
|
100.00
|
101.55
|
137.33
|
170.90
|
153.05
|
206.30
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
|
|||
|
|
|
|
|
|
|
|
|
|||
Cumulative shares repurchased as of December 31, 2015 (1)
|
|
7,812,500
|
|
|
$11.70
|
|
7,812,500
|
|
|
12,187,500
|
|
April 1, 2016 - April 30, 2016 (1)
|
|
735,861
|
|
|
$11.70
|
|
735,861
|
|
|
11,451,639
|
|
Cumulative shares repurchased as of December 31, 2016
|
|
8,548,361
|
|
|
|
|
8,548,361
|
|
|
|
Item 6.
|
Selected Financial Data
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016 (1) (2)
|
|
2015 (2) (3) (4)
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|
2014 (2)
|
|
2013 (1) (2)
|
|
2012 (1)
|
||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Total revenue
|
$
|
336,597
|
|
|
$
|
296,278
|
|
|
$
|
296,558
|
|
|
$
|
271,501
|
|
|
$
|
234,051
|
|
Net income (loss)
|
$
|
6,820
|
|
|
$
|
211,388
|
|
|
$
|
26,201
|
|
|
$
|
(33,748
|
)
|
|
$
|
(134,336
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.06
|
|
|
$
|
1.84
|
|
|
$
|
0.23
|
|
|
$
|
(0.30
|
)
|
|
$
|
(1.21
|
)
|
Diluted
|
$
|
0.06
|
|
|
$
|
1.80
|
|
|
$
|
0.22
|
|
|
$
|
(0.30
|
)
|
|
$
|
(1.21
|
)
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
$
|
172,182
|
|
|
$
|
287,706
|
|
|
$
|
300,109
|
|
|
$
|
387,662
|
|
|
$
|
203,330
|
|
Total assets
|
$
|
783,496
|
|
|
$
|
718,021
|
|
|
$
|
586,235
|
|
|
$
|
710,485
|
|
|
$
|
586,886
|
|
Convertible notes
|
$
|
126,167
|
|
|
$
|
119,418
|
|
|
$
|
113,045
|
|
|
$
|
270,782
|
|
|
$
|
146,630
|
|
Stockholders’ equity
|
$
|
552,782
|
|
|
$
|
526,533
|
|
|
$
|
391,622
|
|
|
$
|
340,229
|
|
|
$
|
321,594
|
|
(1)
|
The net income for the year ended December 31, 2016 included $18.3 million of impairment of in-process research and development intangible asset and a reduction of operating expenses due to the change in our contingent consideration liability of $6.8 million. The net loss for the years ended December 31, 2013 and 2012 included $17.8 million and $35.5 million, respectively, of impairment of goodwill and long-lived assets.
|
(2)
|
The net income (loss) for the years ended December 31, 2016, 2015, 2014 and 2013 included $0.6 million, $2.0 million, $2.0 million, and $0.5 million, respectively, of gain from settlement which was reflected as a reduction of operating costs and expenses.
|
(3)
|
The net income for the year ended December 31, 2015 included $174.5 million related to the reversal of the deferred tax asset valuation allowance.
|
(4)
|
Stockholders' equity includes $100.0 million paid under the accelerated share repurchase program as well as the $174.5 million net impact of the reversal of the deferred tax asset valuation allowance.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Revenue of $336.6 million;
|
•
|
Total Operating Costs and Expenses of $303.0 million
|
•
|
Annual GAAP diluted net income per share of $0.06; and
|
•
|
Operating cash flows of $92.5 million
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Revenue:
|
|
|
|
|
|
|||
Royalties
|
78.6
|
%
|
|
88.6
|
%
|
|
91.6
|
%
|
Contract and other revenue
|
21.4
|
%
|
|
11.4
|
%
|
|
8.4
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating costs and expenses:
|
|
|
|
|
|
|||
Cost of revenue*
|
19.9
|
%
|
|
15.3
|
%
|
|
14.1
|
%
|
Research and development*
|
38.6
|
%
|
|
37.5
|
%
|
|
37.1
|
%
|
Sales, general and administrative*
|
28.3
|
%
|
|
23.8
|
%
|
|
25.2
|
%
|
Restructuring charges
|
—
|
%
|
|
1.2
|
%
|
|
0.0
|
%
|
Impairment of in-process research and development intangible asset
|
5.4
|
%
|
|
—
|
%
|
|
—
|
%
|
Change in contingent consideration liability
|
(2.0
|
)%
|
|
—
|
%
|
|
—
|
%
|
Gain from sale of intellectual property
|
—
|
%
|
|
(1.2
|
)%
|
|
(1.2
|
)%
|
Gain from settlement
|
(0.2
|
)%
|
|
(0.7
|
)%
|
|
(0.6
|
)%
|
Total operating costs and expenses
|
90.0
|
%
|
|
75.9
|
%
|
|
74.6
|
%
|
Operating income
|
10.0
|
%
|
|
24.1
|
%
|
|
25.4
|
%
|
Interest income and other income, net
|
0.5
|
%
|
|
0.3
|
%
|
|
(0.1
|
)%
|
Interest expense
|
(3.8
|
)%
|
|
(4.2
|
)%
|
|
(8.4
|
)%
|
Interest and other income (expense), net
|
(3.3
|
)%
|
|
(3.9
|
)%
|
|
(8.5
|
)%
|
Income before income taxes
|
6.7
|
%
|
|
20.2
|
%
|
|
16.9
|
%
|
Provision for (benefit from) income taxes
|
4.7
|
%
|
|
(51.0
|
)%
|
|
8.1
|
%
|
Net income
|
2.0
|
%
|
|
71.2
|
%
|
|
8.8
|
%
|
* Includes stock-based compensation:
|
|
|
|
|
|
|||
Cost of revenue
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Research and development
|
2.7
|
%
|
|
2.3
|
%
|
|
2.4
|
%
|
Sales, general and administrative
|
3.5
|
%
|
|
2.8
|
%
|
|
2.5
|
%
|
|
Years Ended December 31,
|
|
2015 to 2016
|
|
2014 to 2015
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
||||||||
|
(Dollars in millions)
|
|
|
|
|
||||||||||||
Total Revenue
|
|
|
|
|
|
|
|
|
|
||||||||
Royalties
|
$
|
264.6
|
|
|
$
|
262.4
|
|
|
$
|
271.5
|
|
|
0.8
|
%
|
|
(3.4
|
)%
|
Contract and other revenue
|
72.0
|
|
|
33.9
|
|
|
25.1
|
|
|
112.6
|
%
|
|
35.3
|
%
|
|||
Total revenue
|
$
|
336.6
|
|
|
$
|
296.3
|
|
|
$
|
296.6
|
|
|
13.6
|
%
|
|
(0.1
|
)%
|
|
Years Ended December 31,
|
|
2015 to 2016
|
|
2014 to 2015
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
||||||||
|
(Dollars in millions)
|
|
|
|
|
||||||||||||
Engineering costs
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
37.4
|
|
|
$
|
22.7
|
|
|
$
|
19.1
|
|
|
64.8
|
%
|
|
19.0
|
%
|
Amortization of intangible assets
|
29.7
|
|
|
22.6
|
|
|
22.9
|
|
|
31.2
|
%
|
|
(1.1
|
)%
|
|||
Total cost of revenue
|
67.1
|
|
|
45.3
|
|
|
42.0
|
|
|
48.0
|
%
|
|
8.1
|
%
|
|||
Research and development
|
120.6
|
|
|
104.3
|
|
|
102.8
|
|
|
15.7
|
%
|
|
1.5
|
%
|
|||
Stock-based compensation
|
9.2
|
|
|
6.8
|
|
|
7.2
|
|
|
35.5
|
%
|
|
(6.3
|
)%
|
|||
Total research and development
|
129.8
|
|
|
111.1
|
|
|
110.0
|
|
|
16.9
|
%
|
|
1.0
|
%
|
|||
Total engineering costs
|
$
|
196.9
|
|
|
$
|
156.4
|
|
|
$
|
152.0
|
|
|
25.9
|
%
|
|
2.9
|
%
|
|
Years Ended December 31,
|
|
2015 to 2016
|
|
2014 to 2015
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
||||||||
|
(Dollars in millions)
|
|
|
|
|
||||||||||||
Sales, general and administrative costs
|
|
|
|
|
|
|
|
|
|
||||||||
Sales, general and administrative costs
|
$
|
83.3
|
|
|
$
|
62.3
|
|
|
$
|
67.3
|
|
|
33.8
|
%
|
|
(7.5
|
)%
|
Stock-based compensation
|
11.8
|
|
|
8.3
|
|
|
7.5
|
|
|
42.6
|
%
|
|
10.7
|
%
|
|||
Total sales, general and administrative costs
|
$
|
95.1
|
|
|
$
|
70.6
|
|
|
$
|
74.8
|
|
|
34.9
|
%
|
|
(5.6
|
)%
|
|
Years Ended December 31,
|
|
2015 to 2016
|
|
2014 to 2015
|
|||||||||||
|
2016
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
|||||||
|
(Dollars in millions)
|
|
|
|
|
|||||||||||
Restructuring charges
|
$
|
—
|
|
|
$
|
3.6
|
|
|
$
|
0.0
|
|
|
(100.0
|
)%
|
|
NM*
|
*
|
NM — percentage is not meaningful
|
|
Years Ended December 31,
|
|
2015 to 2016
|
|
2014 to 2015
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
||||||||
|
(Dollars in millions)
|
|
|
|
|
||||||||||||
Impairment of in-process research and development intangible asset
|
$
|
18.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
100.0
|
%
|
|
0.0
|
%
|
|
Years Ended December 31,
|
|
2015 to 2016
|
|
2014 to 2015
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
||||||||
|
(Dollars in millions)
|
|
|
|
|
||||||||||||
Change in contingent consideration liability
|
$
|
(6.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
100.0
|
%
|
|
0.0
|
%
|
|
Years Ended December 31,
|
|
2015 to 2016
|
|
2014 to 2015
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
||||||||
|
(Dollars in millions)
|
|
|
|
|
||||||||||||
Gain from sale of intellectual property
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
3.5
|
|
|
(100.0
|
)%
|
|
4.4
|
%
|
|
Years Ended December 31,
|
|
2015 to 2016
|
|
2014 to 2015
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
||||||||
|
(Dollars in millions)
|
|
|
|
|
||||||||||||
Gain from settlement
|
$
|
0.6
|
|
|
$
|
2.0
|
|
|
$
|
2.0
|
|
|
(71.6
|
)%
|
|
0.0
|
%
|
|
Years Ended December 31,
|
|
2015 to 2016
|
|
2014 to 2015
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
||||||||
|
(Dollars in millions)
|
|
|
|
|
||||||||||||
Interest income and other income (expense), net
|
$
|
1.7
|
|
|
$
|
1.2
|
|
|
$
|
(0.3
|
)
|
|
42.2
|
%
|
|
NM*
|
|
Interest expense
|
(12.7
|
)
|
|
(12.4
|
)
|
|
(24.8
|
)
|
|
2.7
|
%
|
|
(50.0
|
)%
|
|||
Interest and other income (expense), net
|
$
|
(11.0
|
)
|
|
$
|
(11.2
|
)
|
|
$
|
(25.1
|
)
|
|
(1.6
|
)%
|
|
(55.4
|
)%
|
*
|
NM — percentage is not meaningful
|
|
Years Ended December 31,
|
|
2015 to 2016
|
|
2014 to 2015
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
||||||
|
(Dollars in millions)
|
|
|
|
|
||||||||||
Provision for (benefit from) income taxes
|
$
|
15.8
|
|
|
$
|
(151.2
|
)
|
|
$
|
24.0
|
|
|
NM*
|
|
NM*
|
Effective tax rate
|
69.9
|
%
|
|
(251.0
|
)%
|
|
47.9
|
%
|
|
|
|
|
*
|
NM — percentage is not meaningful
|
|
December 31,
2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Cash and cash equivalents
|
$
|
135.3
|
|
|
$
|
143.8
|
|
Marketable securities
|
36.9
|
|
|
143.9
|
|
||
Total cash, cash equivalents, and marketable securities
|
$
|
172.2
|
|
|
$
|
287.7
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
Net cash provided by operating activities
|
$
|
92.5
|
|
|
$
|
76.4
|
|
|
$
|
76.5
|
|
Net cash provided by (used in) investing activities
|
$
|
(105.2
|
)
|
|
$
|
1.1
|
|
|
$
|
(97.9
|
)
|
Net cash provided by (used in) financing activities
|
$
|
5.8
|
|
|
$
|
(87.8
|
)
|
|
$
|
(163.0
|
)
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Contractual obligations (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Imputed financing obligation (2)
|
$
|
22,220
|
|
|
$
|
6,302
|
|
|
$
|
6,447
|
|
|
$
|
6,602
|
|
|
$
|
2,869
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Leases and other contractual obligations
|
10,837
|
|
|
5,649
|
|
|
2,606
|
|
|
1,432
|
|
|
603
|
|
|
543
|
|
|
4
|
|
|||||||
Software licenses (3)
|
24,255
|
|
|
10,497
|
|
|
10,226
|
|
|
3,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible notes
|
138,000
|
|
|
—
|
|
|
138,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payments related to convertible notes
|
3,105
|
|
|
1,553
|
|
|
1,552
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
198,417
|
|
|
$
|
24,001
|
|
|
$
|
158,831
|
|
|
$
|
11,566
|
|
|
$
|
3,472
|
|
|
$
|
543
|
|
|
$
|
4
|
|
(1)
|
The above table does not reflect possible payments in connection with uncertain tax benefits of approximately
$21.9 million
including
$19.7 million
recorded as a reduction of long-term deferred tax assets and
$2.2 million
in long-term income taxes payable, as of
December 31, 2016
. As noted in Note 16, “Income Taxes,” of Notes to Consolidated Financial Statements of this Form 10-K, although it is possible that some of the unrecognized tax benefits could be settled within the next
12 months
, we cannot reasonably estimate the outcome at this time.
|
(2)
|
With respect to the imputed financing obligation, the main components of the difference between the amount reflected in the contractual obligations table and the amount reflected on the Consolidated Balance Sheets are the interest on the imputed financing obligation and the estimated common area expenses over the future periods. The amount includes the amended Ohio lease and the amended Sunnyvale lease.
|
(3)
|
We have commitments with various software vendors for non-cancellable agreements generally having terms longer than
one
year.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
(i)
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Page
|
/s/ PricewaterhouseCoopers LLP
|
|
San Jose, California
|
|
February 17, 2017
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except shares and per share amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
135,294
|
|
|
$
|
143,764
|
|
Marketable securities
|
36,888
|
|
|
143,942
|
|
||
Accounts receivable
|
21,099
|
|
|
16,408
|
|
||
Prepaids and other current assets
|
17,867
|
|
|
10,396
|
|
||
Inventories
|
5,633
|
|
|
1,080
|
|
||
Total current assets
|
216,781
|
|
|
315,590
|
|
||
Intangible assets, net
|
132,388
|
|
|
64,266
|
|
||
Goodwill
|
204,794
|
|
|
116,899
|
|
||
Property, plant and equipment, net
|
58,442
|
|
|
56,616
|
|
||
Deferred tax assets
|
168,342
|
|
|
162,485
|
|
||
Other assets
|
2,749
|
|
|
2,165
|
|
||
Total assets
|
$
|
783,496
|
|
|
$
|
718,021
|
|
LIABILITIES & STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
9,793
|
|
|
$
|
4,096
|
|
Accrued salaries and benefits
|
14,177
|
|
|
12,278
|
|
||
Deferred revenue
|
16,932
|
|
|
5,780
|
|
||
Other current liabilities
|
10,399
|
|
|
6,212
|
|
||
Total current liabilities
|
51,301
|
|
|
28,366
|
|
||
Convertible notes, long-term
|
126,167
|
|
|
119,418
|
|
||
Long-term imputed financing obligation
|
38,029
|
|
|
38,625
|
|
||
Deferred tax liabilities
|
11,600
|
|
|
—
|
|
||
Other long-term liabilities
|
3,617
|
|
|
5,079
|
|
||
Total liabilities
|
230,714
|
|
|
191,488
|
|
||
Commitments and contingencies (Notes 11 and 17)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Convertible preferred stock, $.001 par value:
|
|
|
|
||||
Authorized: 5,000,000 shares; Issued and outstanding: no shares at December 31, 2016 and December 31, 2015
|
—
|
|
|
—
|
|
||
Common Stock, $.001 par value:
|
|
|
|
||||
Authorized: 500,000,000 shares; Issued and outstanding: 111,053,734 shares at December 31, 2016 and 109,287,591 shares at December 31, 2015
|
111
|
|
|
109
|
|
||
Additional paid in capital
|
1,181,230
|
|
|
1,130,368
|
|
||
Accumulated deficit
|
(615,051
|
)
|
|
(604,317
|
)
|
||
Accumulated other comprehensive income (loss)
|
(13,508
|
)
|
|
373
|
|
||
Total stockholders’ equity
|
552,782
|
|
|
526,533
|
|
||
Total liabilities and stockholders’ equity
|
$
|
783,496
|
|
|
$
|
718,021
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Royalties
|
$
|
264,614
|
|
|
$
|
262,415
|
|
|
$
|
271,521
|
|
Contract and other revenue
|
71,983
|
|
|
33,863
|
|
|
25,037
|
|
|||
Total revenue
|
336,597
|
|
|
296,278
|
|
|
296,558
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue*
|
67,090
|
|
|
45,344
|
|
|
41,947
|
|
|||
Research and development*
|
129,844
|
|
|
111,110
|
|
|
110,025
|
|
|||
Sales, general and administrative*
|
95,145
|
|
|
70,554
|
|
|
74,770
|
|
|||
Restructuring charges
|
—
|
|
|
3,576
|
|
|
39
|
|
|||
Impairment of in-process research and development intangible asset
|
18,300
|
|
|
—
|
|
|
—
|
|
|||
Change in contingent consideration liability
|
(6,845
|
)
|
|
—
|
|
|
—
|
|
|||
Gain from sale of intellectual property
|
—
|
|
|
(3,686
|
)
|
|
(3,529
|
)
|
|||
Gain from settlement
|
(579
|
)
|
|
(2,040
|
)
|
|
(2,040
|
)
|
|||
Total operating costs and expenses
|
302,955
|
|
|
224,858
|
|
|
221,212
|
|
|||
Operating income
|
33,642
|
|
|
71,420
|
|
|
75,346
|
|
|||
Interest income and other income (expense), net
|
1,740
|
|
|
1,224
|
|
|
(276
|
)
|
|||
Interest expense
|
(12,745
|
)
|
|
(12,413
|
)
|
|
(24,820
|
)
|
|||
Interest and other income (expense), net
|
(11,005
|
)
|
|
(11,189
|
)
|
|
(25,096
|
)
|
|||
Income before income taxes
|
22,637
|
|
|
60,231
|
|
|
50,250
|
|
|||
Provision for (benefit from) income taxes
|
15,817
|
|
|
(151,157
|
)
|
|
24,049
|
|
|||
Net income
|
$
|
6,820
|
|
|
$
|
211,388
|
|
|
$
|
26,201
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.06
|
|
|
$
|
1.84
|
|
|
$
|
0.23
|
|
Diluted
|
$
|
0.06
|
|
|
$
|
1.80
|
|
|
$
|
0.22
|
|
Weighted average shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic
|
110,162
|
|
|
114,814
|
|
|
114,318
|
|
|||
Diluted
|
113,140
|
|
|
117,484
|
|
|
117,624
|
|
* Includes stock-based compensation:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
56
|
|
|
$
|
63
|
|
|
$
|
44
|
|
Research and development
|
$
|
9,165
|
|
|
$
|
6,762
|
|
|
$
|
7,216
|
|
Sales, general and administrative
|
$
|
11,792
|
|
|
$
|
8,271
|
|
|
$
|
7,470
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
6,820
|
|
|
$
|
211,388
|
|
|
$
|
26,201
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(13,485
|
)
|
|
9
|
|
|
—
|
|
|||
Unrealized gain (loss) on marketable securities, net of tax
|
(396
|
)
|
|
766
|
|
|
(97
|
)
|
|||
Total comprehensive income (loss)
|
$
|
(7,061
|
)
|
|
$
|
212,163
|
|
|
$
|
26,104
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Gain (Loss)
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||
Balances at December 31, 2013
|
113,459
|
|
$
|
113
|
|
|
$
|
1,128,148
|
|
|
$
|
(787,727
|
)
|
|
$
|
(305
|
)
|
|
$
|
340,229
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
26,201
|
|
—
|
|
|
26,201
|
|
||||||
Unrealized loss on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97)
|
|
(97)
|
|||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan
|
1,703
|
|
2
|
|
10,557
|
|
—
|
|
|
—
|
|
|
10,559
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
14,730
|
|
—
|
|
|
—
|
|
|
14,730
|
|||||||
Balances at December 31, 2014
|
115,162
|
|
115
|
|
1,153,435
|
|
(761,526
|
)
|
|
(402
|
)
|
|
391,622
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
211,388
|
|
|
—
|
|
|
211,388
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
9
|
|||||||
Unrealized gain on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
766
|
|
766
|
|||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan
|
1,938
|
|
2
|
|
13,075
|
|
—
|
|
|
—
|
|
|
13,077
|
|||||||||
Repurchase and retirement of common stock under repurchase plan, including prepayment under accelerated share repurchase program
|
(7,812
|
)
|
|
(8
|
)
|
|
(45,926)
|
|
(54,179
|
)
|
|
—
|
|
|
(100,113)
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
15,096
|
|
—
|
|
|
—
|
|
|
15,096
|
|
||||||
Tax shortfall from stock option forfeitures
|
—
|
|
|
—
|
|
|
(5,312)
|
|
—
|
|
|
—
|
|
|
(5,312)
|
|
||||||
Balances at December 31, 2015
|
109,288
|
|
109
|
|
1,130,368
|
|
(604,317
|
)
|
|
373
|
|
526,533
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
6,820
|
|
|
—
|
|
|
6,820
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,485)
|
|
(13,485)
|
|||||||
Unrealized loss on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(396)
|
|
(396)
|
|||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan
|
2,502
|
|
3
|
|
12,294
|
|
—
|
|
|
—
|
|
|
12,297
|
|||||||||
Repurchase and retirement of common stock under repurchase plan
|
(736
|
)
|
|
(1
|
)
|
|
17,555
|
|
|
(17,554
|
)
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
21,013
|
|
—
|
|
|
—
|
|
|
21,013
|
|||||||
Balances at December 31, 2016
|
111,054
|
|
$
|
111
|
|
|
$
|
1,181,230
|
|
|
$
|
(615,051
|
)
|
|
$
|
(13,508
|
)
|
|
$
|
552,782
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
6,820
|
|
|
$
|
211,388
|
|
|
$
|
26,201
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation
|
21,013
|
|
|
15,096
|
|
|
14,730
|
|
|||
Depreciation
|
12,965
|
|
|
12,379
|
|
|
13,625
|
|
|||
Amortization of intangible assets
|
37,138
|
|
|
25,074
|
|
|
26,618
|
|
|||
Non-cash interest expense and amortization of convertible debt issuance costs
|
6,749
|
|
|
6,372
|
|
|
14,763
|
|
|||
Impairment of in-process research and development intangible asset
|
18,300
|
|
|
—
|
|
|
—
|
|
|||
Change in contingent consideration liability
|
(6,845
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of investment in non-marketable equity security
|
—
|
|
|
—
|
|
|
600
|
|
|||
Deferred tax (benefit) provision
|
(7,116
|
)
|
|
(172,706
|
)
|
|
2,310
|
|
|||
Excess tax benefits from stock-based compensation
|
(1,196
|
)
|
|
(747
|
)
|
|
(481
|
)
|
|||
Non-cash restructuring
|
—
|
|
|
583
|
|
|
—
|
|
|||
Gain from sale of intellectual property and property, plant and equipment, net
|
—
|
|
|
(3,670
|
)
|
|
(3,529
|
)
|
|||
Effect of exchange rate on assumed cash liability from acquisition
|
(1,558
|
)
|
|
—
|
|
|
—
|
|
|||
Change in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
5,797
|
|
|
(10,407
|
)
|
|
(3,750
|
)
|
|||
Prepaids and other assets
|
(6,205
|
)
|
|
(1,042
|
)
|
|
476
|
|
|||
Inventories
|
1,748
|
|
|
(3,412
|
)
|
|
(2,907
|
)
|
|||
Accounts payable
|
2,373
|
|
|
(2,621
|
)
|
|
2,006
|
|
|||
Accrued salaries and benefits and other accrued liabilities
|
(4,758
|
)
|
|
(2,952
|
)
|
|
(17,862
|
)
|
|||
Deferred revenue
|
7,313
|
|
|
3,107
|
|
|
3,667
|
|
|||
Net cash provided by operating activities
|
92,538
|
|
|
76,442
|
|
|
76,467
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(8,556
|
)
|
|
(6,132
|
)
|
|
(7,204
|
)
|
|||
Purchases of marketable securities
|
(54,869
|
)
|
|
(157,811
|
)
|
|
(240,281
|
)
|
|||
Maturities of marketable securities
|
110,081
|
|
|
112,721
|
|
|
118,735
|
|
|||
Proceeds from sale of marketable securities
|
50,546
|
|
|
48,380
|
|
|
24,986
|
|
|||
Proceeds from sale of intellectual property and property, plant and equipment, net
|
113
|
|
|
3,933
|
|
|
5,859
|
|
|||
Acquisition of businesses, net of cash acquired
|
(202,523
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(105,208
|
)
|
|
1,091
|
|
|
(97,905
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds received from issuance of common stock under employee stock plans
|
15,436
|
|
|
13,783
|
|
|
11,079
|
|
|||
Payments under installment payment arrangement
|
—
|
|
|
(1,717
|
)
|
|
(1,773
|
)
|
|||
Principal payments against financing lease obligation
|
(661
|
)
|
|
(478
|
)
|
|
(322
|
)
|
|||
Payment of additional purchase consideration from acquisition
|
(10,206
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase and retirement of common stock, including prepayment under accelerated share repurchase program
|
—
|
|
|
(100,113
|
)
|
|
—
|
|
|||
Excess tax benefits from stock-based compensation
|
1,196
|
|
|
747
|
|
|
481
|
|
|||
Repayment of senior convertible notes
|
—
|
|
|
—
|
|
|
(172,500
|
)
|
|||
Net cash provided by (used in) financing activities
|
5,765
|
|
|
(87,778
|
)
|
|
(163,035
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1,565
|
)
|
|
(117
|
)
|
|
(97
|
)
|
|||
Net decrease in cash and cash equivalents
|
(8,470
|
)
|
|
(10,362
|
)
|
|
(184,570
|
)
|
|||
Cash and cash equivalents at beginning of year
|
143,764
|
|
|
154,126
|
|
|
338,696
|
|
|||
Cash and cash equivalents at end of year
|
$
|
135,294
|
|
|
$
|
143,764
|
|
|
$
|
154,126
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
1,553
|
|
|
$
|
1,553
|
|
|
$
|
5,861
|
|
Income taxes, net of refunds
|
$
|
26,787
|
|
|
$
|
21,679
|
|
|
$
|
20,691
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Property, plant and equipment received and accrued in accounts payable and other accrued liabilities
|
$
|
576
|
|
|
$
|
240
|
|
|
$
|
548
|
|
Re-measurement of investment upon initial public offering
|
$
|
—
|
|
|
$
|
1,264
|
|
|
$
|
—
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income per share:
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
6,820
|
|
|
$
|
211,388
|
|
|
$
|
26,201
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - basic
|
110,162
|
|
|
114,814
|
|
|
114,318
|
|
|||
Effect of potential dilutive common shares
|
2,978
|
|
|
2,670
|
|
|
3,306
|
|
|||
Weighted-average common shares outstanding - diluted
|
113,140
|
|
|
117,484
|
|
|
117,624
|
|
|||
Basic net income per share
|
$
|
0.06
|
|
|
$
|
1.84
|
|
|
$
|
0.23
|
|
Diluted net income per share
|
$
|
0.06
|
|
|
$
|
1.80
|
|
|
$
|
0.22
|
|
Reportable Segment:
|
December 31,
2015 |
|
Addition to Goodwill (1)
|
|
Impairment Charge of Goodwill
|
|
Effect of Exchange Rates (2)
|
|
December 31,
2016 |
|||||||||
|
(In thousands)
|
|||||||||||||||||
MID
|
$
|
19,905
|
|
|
$
|
46,738
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
66,643
|
|
RSD
|
96,994
|
|
|
46,903
|
|
|
—
|
|
|
(5,746
|
)
|
|
138,151
|
|
||||
Total
|
$
|
116,899
|
|
|
$
|
93,641
|
|
|
$
|
—
|
|
|
(5,746
|
)
|
|
$
|
204,794
|
|
|
As of December 31, 2016
|
||||||||||
Reportable Segment:
|
Gross Carrying Amount
|
|
Accumulated Impairment Losses
|
|
Net Carrying Amount
|
||||||
|
(In thousands)
|
||||||||||
MID
|
$
|
66,643
|
|
|
$
|
—
|
|
|
$
|
66,643
|
|
RSD
|
138,151
|
|
|
—
|
|
|
138,151
|
|
|||
Other
|
21,770
|
|
|
(21,770
|
)
|
|
—
|
|
|||
Total
|
$
|
226,564
|
|
|
$
|
(21,770
|
)
|
|
$
|
204,794
|
|
Reportable Segment:
|
December 31,
2014 |
|
Addition to Goodwill
|
|
Impairment Charge of Goodwill
|
|
December 31,
2015 |
||||||||
|
|
||||||||||||||
MID
|
$
|
19,905
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,905
|
|
RSD
|
96,994
|
|
|
—
|
|
|
—
|
|
|
96,994
|
|
||||
Total
|
$
|
116,899
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116,899
|
|
|
As of December 31, 2015
|
||||||||||
Reportable Segment:
|
Gross Carrying Amount
|
|
Accumulated Impairment Losses
|
|
Net Carrying Amount
|
||||||
|
|
||||||||||
MID
|
$
|
19,905
|
|
|
$
|
—
|
|
|
$
|
19,905
|
|
RSD
|
96,994
|
|
|
—
|
|
|
96,994
|
|
|||
Other
|
21,770
|
|
|
(21,770
|
)
|
|
—
|
|
|||
Total
|
$
|
138,669
|
|
|
$
|
(21,770
|
)
|
|
$
|
116,899
|
|
|
|
|
As of December 31, 2016
|
||||||||||
|
Useful Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Existing technology (1)
|
3 to 10 years
|
|
$
|
256,656
|
|
|
$
|
(156,577
|
)
|
|
$
|
100,079
|
|
Customer contracts and contractual relationships (1)
|
1 to 10 years
|
|
65,109
|
|
|
(37,900
|
)
|
|
27,209
|
|
|||
Non-compete agreements and trademarks
|
3 years
|
|
300
|
|
|
(300
|
)
|
|
—
|
|
|||
In-process research and development (2)
|
Not applicable
|
|
5,100
|
|
|
—
|
|
|
$
|
5,100
|
|
||
Total intangible assets
|
|
|
$
|
327,165
|
|
|
$
|
(194,777
|
)
|
|
$
|
132,388
|
|
|
|
|
As of December 31, 2015
|
||||||||||
|
Useful Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Existing technology
|
3 to 10 years
|
|
$
|
185,321
|
|
|
$
|
(127,028
|
)
|
|
$
|
58,293
|
|
Customer contracts and contractual relationships
|
1 to 10 years
|
|
31,093
|
|
|
(25,120
|
)
|
|
5,973
|
|
|||
Non-compete agreements
|
3 years
|
|
300
|
|
|
(300
|
)
|
|
—
|
|
|||
Total intangible assets
|
|
|
$
|
216,714
|
|
|
$
|
(152,448
|
)
|
|
$
|
64,266
|
|
|
For the Year Ended December 31, 2016
|
||||||||||||||
|
MID
|
|
RSD
|
|
Other
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenues
|
$
|
239,843
|
|
|
$
|
76,175
|
|
|
$
|
20,579
|
|
|
$
|
336,597
|
|
Segment operating expenses
|
68,460
|
|
|
51,855
|
|
|
30,397
|
|
|
150,712
|
|
||||
Segment operating income (loss)
|
$
|
171,383
|
|
|
$
|
24,320
|
|
|
$
|
(9,818
|
)
|
|
$
|
185,885
|
|
Reconciling items
|
|
|
|
|
|
|
|
|
(152,243
|
)
|
|||||
Operating income
|
|
|
|
|
|
|
|
|
$
|
33,642
|
|
||||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
(11,005
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
$
|
22,637
|
|
|
For the Year Ended December 31, 2015
|
||||||||||||||
|
MID
|
|
RSD
|
|
Other
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenues
|
$
|
221,968
|
|
|
$
|
50,497
|
|
|
$
|
23,813
|
|
|
$
|
296,278
|
|
Segment operating expense
|
47,780
|
|
|
29,056
|
|
|
32,147
|
|
|
108,983
|
|
||||
Segment operating income (loss)
|
$
|
174,188
|
|
|
$
|
21,441
|
|
|
$
|
(8,334
|
)
|
|
$
|
187,295
|
|
Reconciling items
|
|
|
|
|
|
|
(115,875
|
)
|
|||||||
Operating income
|
|
|
|
|
|
|
|
$
|
71,420
|
|
|||||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
(11,189
|
)
|
||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
$
|
60,231
|
|
|
For the Year Ended December 31, 2014
|
||||||||||||||
|
MID
|
|
RSD
|
|
Other
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenues
|
$
|
226,303
|
|
|
$
|
49,330
|
|
|
$
|
20,925
|
|
|
$
|
296,558
|
|
Segment operating expenses
|
40,816
|
|
|
27,608
|
|
|
34,106
|
|
|
102,530
|
|
||||
Segment operating income (loss)
|
$
|
185,487
|
|
|
$
|
21,722
|
|
|
$
|
(13,181
|
)
|
|
$
|
194,028
|
|
Reconciling items
|
|
|
|
|
|
|
|
|
(118,682
|
)
|
|||||
Operating income
|
|
|
|
|
|
|
|
$
|
75,346
|
|
|||||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
(25,096
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
$
|
50,250
|
|
|
|
As of December 31,
|
||||
Customer
|
|
2016
|
|
2015
|
||
Customer 1 (MID reportable segment)
|
|
13
|
%
|
|
16
|
%
|
Customer 2 (Other segment)
|
|
12
|
%
|
|
27
|
%
|
Customer 3 (MID reportable segment)
|
|
*
|
|
|
28
|
%
|
Customer 4 (RSD reportable segment)
|
|
*
|
|
|
21
|
%
|
Customer 5 (RSD reportable segment)
|
|
17
|
%
|
|
*
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Customer A (MID and RSD reportable segments)
|
19
|
%
|
|
20
|
%
|
|
20
|
%
|
Customer B (MID reportable segment)
|
20
|
%
|
|
19
|
%
|
|
16
|
%
|
Customer C (MID reportable segment)
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
|
As of December 31, 2016
|
|||||||||||||||||
(Dollars in thousands)
|
Fair Value
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Weighted Rate of Return
|
|||||||||
Money market funds
|
$
|
10,681
|
|
|
$
|
10,681
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0.41
|
%
|
U.S. Government bonds and notes
|
48,292
|
|
|
48,291
|
|
|
1
|
|
|
—
|
|
|
0.39
|
%
|
||||
Corporate notes, bonds, commercial paper and other
|
62,178
|
|
|
62,199
|
|
|
—
|
|
|
(21)
|
|
|
0.66
|
%
|
||||
Total cash equivalents and marketable securities
|
121,151
|
|
|
121,171
|
|
|
1
|
|
|
(21)
|
|
|
|
|||||
Cash
|
51,031
|
|
|
51,031
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Total cash, cash equivalents and marketable securities
|
$
|
172,182
|
|
|
$
|
172,202
|
|
|
$
|
1
|
|
|
$
|
(21
|
)
|
|
|
|
As of December 31, 2015
|
|||||||||||||||||
(Dollars in thousands)
|
Fair Value
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Weighted Rate of Return
|
|||||||||
Money market funds
|
$
|
77,804
|
|
|
$
|
77,804
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0.12
|
%
|
U.S. Government bonds and notes
|
14,110
|
|
|
14,142
|
|
|
—
|
|
|
(32
|
)
|
|
0.48
|
%
|
||||
Corporate notes, bonds, commercial paper and other
|
160,823
|
|
|
160,979
|
|
|
—
|
|
|
(156
|
)
|
|
0.45
|
%
|
||||
Total cash equivalents and marketable securities
|
252,737
|
|
|
252,925
|
|
|
—
|
|
|
(188
|
)
|
|
|
|||||
Cash
|
34,969
|
|
|
34,969
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Total cash, cash equivalents and marketable securities
|
$
|
287,706
|
|
|
$
|
287,894
|
|
|
$
|
—
|
|
|
$
|
(188
|
)
|
|
|
|
As of
|
||||||
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(Dollars in thousands)
|
||||||
Cash equivalents
|
$
|
84,263
|
|
|
$
|
108,795
|
|
Short term marketable securities
|
36,888
|
|
|
143,942
|
|
||
Total cash equivalents and marketable securities
|
121,151
|
|
|
252,737
|
|
||
Cash
|
51,031
|
|
|
34,969
|
|
||
Total cash, cash equivalents and marketable securities
|
$
|
172,182
|
|
|
$
|
287,706
|
|
|
Fair Value
|
|
Gross Unrealized Loss
|
||||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||
Less than one year
|
|
|
|
|
|
|
|
||||||||
U.S. Government bonds and notes
|
$
|
18,395
|
|
|
$
|
14,110
|
|
|
$
|
—
|
|
|
$
|
(32
|
)
|
Corporate notes, bonds and commercial paper
|
54,377
|
|
|
145,563
|
|
|
(21
|
)
|
|
(156
|
)
|
||||
Total Corporate notes, bonds, and commercial paper and U.S. Government bonds and notes
|
$
|
72,772
|
|
|
$
|
159,673
|
|
|
$
|
(21
|
)
|
|
$
|
(188
|
)
|
|
As of December 31, 2016
|
||||||||||||||
|
Total
|
|
Quoted Market Prices in Active Markets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
(In thousands)
|
||||||||||||||
Money market funds
|
$
|
10,681
|
|
|
$
|
10,681
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government bonds and notes
|
48,292
|
|
|
—
|
|
|
48,292
|
|
|
—
|
|
||||
Corporate notes, bonds, commercial paper and other
|
62,178
|
|
|
303
|
|
|
61,875
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
121,151
|
|
|
$
|
10,984
|
|
|
$
|
110,167
|
|
|
$
|
—
|
|
|
As of December 31, 2015
|
||||||||||||||
|
Total
|
|
Quoted Market Prices in Active Markets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
(In thousands)
|
||||||||||||||
Money market funds
|
$
|
77,804
|
|
|
$
|
77,804
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government bonds and notes
|
14,110
|
|
|
—
|
|
|
14,110
|
|
|
—
|
|
||||
Corporate notes, bonds, commercial paper and other
|
160,823
|
|
|
1,264
|
|
|
159,559
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
252,737
|
|
|
$
|
79,068
|
|
|
$
|
173,669
|
|
|
$
|
—
|
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||
(in thousands)
|
Face
Value
|
|
Carrying Value
|
|
Fair
Value
|
|
Face
Value
|
|
Carrying Value
|
|
Fair
Value
|
||||||
1.125% Convertible Senior Notes due 2018
|
138,000
|
|
|
126,167
|
|
|
173,961
|
|
|
138,000
|
|
|
119,418
|
|
|
156,292
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Building
|
$
|
40,320
|
|
|
$
|
40,320
|
|
Computer software
|
20,922
|
|
|
20,012
|
|
||
Computer equipment
|
36,608
|
|
|
31,224
|
|
||
Furniture and fixtures
|
15,140
|
|
|
13,943
|
|
||
Leasehold improvements
|
7,176
|
|
|
7,098
|
|
||
Machinery
|
17,406
|
|
|
11,037
|
|
||
Construction in progress
|
1,075
|
|
|
637
|
|
||
|
138,647
|
|
|
124,271
|
|
||
Less accumulated depreciation and amortization
|
(80,205
|
)
|
|
(67,655
|
)
|
||
|
$
|
58,442
|
|
|
$
|
56,616
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Foreign currency translation adjustments
|
$
|
(13,392
|
)
|
|
$
|
95
|
|
Unrealized gain (loss) on available-for-sale securities, net of tax
|
(116
|
)
|
|
278
|
|
||
Total
|
$
|
(13,508
|
)
|
|
$
|
373
|
|
(In thousands)
|
|
As presented December 31, 2015
|
|
Reclassifications
|
|
As adjusted December 31, 2015
|
||||||
Other assets
|
|
$
|
3,648
|
|
|
$
|
(1,483
|
)
|
|
$
|
2,165
|
|
Convertible notes, long-term
|
|
$
|
120,901
|
|
|
$
|
(1,483
|
)
|
|
$
|
119,418
|
|
(Dollars in thousands)
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||
1.125% Convertible Senior Notes due 2018
|
$
|
138,000
|
|
|
$
|
138,000
|
|
Unamortized discount
|
(10,913
|
)
|
|
(17,099
|
)
|
||
Unamortized debt issuance costs
|
(920
|
)
|
|
(1,483
|
)
|
||
Total convertible notes
|
$
|
126,167
|
|
|
$
|
119,418
|
|
Less current portion
|
—
|
|
|
—
|
|
||
Total long-term convertible notes
|
$
|
126,167
|
|
|
$
|
119,418
|
|
(1)
|
default in the payment when due of any principal of any of the 2014 Notes at maturity, upon redemption or upon exercise of a repurchase right or otherwise;
|
(2)
|
default in the payment of any interest, including additional interest, if any, on any of the 2014 Notes, when the interest becomes due and payable, and continuance of such default for a period of
30 days
;
|
(3)
|
the Company’s failure to deliver cash or cash and shares of Common Stock (including any additional shares deliverable as a result of a conversion in connection with a make-whole fundamental change) when required to be delivered upon the conversion of any 2014 Note;
|
(4)
|
default in the Company’s obligation to provide notice of the occurrence of a fundamental change when required by the Indenture;
|
(5)
|
the Company’s failure to comply with any of its other agreements in the 2014 Notes or the Indenture (other than those referred to in clauses (1) through (4) above) for
60 days
after the Company’s receipt of written notice to the Company of such default from the trustee or to the Company and the trustee of such default from holders of not less than
25%
in aggregate principal amount of the 2014 Notes then outstanding;
|
(6)
|
the Company’s failure to pay when due the principal of, or acceleration of, any indebtedness for money borrowed by the Company or any of its subsidiaries in excess of
$30 million
principal amount, if such indebtedness is not discharged, or such acceleration is not annulled, by the end of a period of
ten
days after written notice to the Company by the trustee or to the Company and the trustee by the holders of at least
25%
in aggregate principal amount of the 2014 Notes then outstanding; and
|
(7)
|
certain events of bankruptcy, insolvency or reorganization relating to the Company or any of its material subsidiaries (as defined in the Indenture).
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
2018 Notes coupon interest at a rate of 1.125%
|
$
|
1,553
|
|
|
$
|
1,567
|
|
|
$
|
1,567
|
|
2018 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 5.5%
|
6,749
|
|
|
6,372
|
|
|
6,019
|
|
|||
2014 Notes coupon interest at a rate of 5%
|
—
|
|
|
—
|
|
|
3,929
|
|
|||
2014 Notes amortization of discount at an additional effective interest rate of 11.7%
|
—
|
|
|
—
|
|
|
8,744
|
|
|||
Total interest expense on convertible notes
|
$
|
8,302
|
|
|
$
|
7,939
|
|
|
$
|
20,259
|
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Contractual obligations (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Imputed financing obligation (2)
|
$
|
22,220
|
|
|
$
|
6,302
|
|
|
$
|
6,447
|
|
|
$
|
6,602
|
|
|
$
|
2,869
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Leases and other contractual obligations
|
10,837
|
|
|
5,649
|
|
|
2,606
|
|
|
1,432
|
|
|
603
|
|
|
543
|
|
|
4
|
|
|||||||
Software licenses (3)
|
24,255
|
|
|
10,497
|
|
|
10,226
|
|
|
3,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible notes
|
138,000
|
|
|
—
|
|
|
138,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payments related to convertible notes
|
3,105
|
|
|
1,553
|
|
|
1,552
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
198,417
|
|
|
$
|
24,001
|
|
|
$
|
158,831
|
|
|
$
|
11,566
|
|
|
$
|
3,472
|
|
|
$
|
543
|
|
|
$
|
4
|
|
(1)
|
The above table does not reflect possible payments in connection with uncertain tax benefits of approximately
$21.9 million
including
$19.7 million
recorded as a reduction of long-term deferred tax assets and
$2.2 million
in long-term income taxes payable, as of
December 31, 2016
. As noted below in Note 16, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next
12 months
, the Company cannot reasonably estimate the outcome at this time.
|
(2)
|
With respect to the imputed financing obligation, the main components of the difference between the amount reflected in the contractual obligations table and the amount reflected on the Consolidated Balance Sheets are the interest on the imputed financing obligation and the estimated common area expenses over the future periods. The amount includes the amended Ohio lease and the amended Sunnyvale lease.
|
(3)
|
The Company has commitments with various software vendors for non-cancellable agreements generally having terms longer than
one
year.
|
|
Shares Available for Grant
|
Shares available as of December 31, 2013
|
2,527,428
|
Increase in shares approved for issuance
|
10,000,000
|
Stock options granted
|
(2,370,313)
|
Stock options forfeited
|
1,400,349
|
Stock options expired under former plans
|
(373,043)
|
Nonvested equity stock and stock units granted (1)
|
(585,753)
|
Nonvested equity stock and stock units forfeited (1)
|
125,560
|
Total shares available for grant as of December 31, 2014
|
10,724,228
|
Increase in shares approved for issuance
|
4,000,000
|
Stock options granted
|
(362,335)
|
Stock options forfeited
|
1,624,823
|
Stock options expired under former plans
|
(657,878)
|
Nonvested equity stock and stock units granted (1) (2)
|
(4,537,797)
|
Nonvested equity stock and stock units forfeited (1)
|
382,504
|
Total shares available for grant as of December 31, 2015
|
11,173,545
|
Stock options granted
|
(500,000)
|
Stock options forfeited
|
1,081,107
|
Stock options expired under former plans
|
(412,467)
|
Nonvested equity stock and stock units granted (1) (3)
|
(5,316,675)
|
Nonvested equity stock and stock units forfeited (1)
|
1,279,858
|
Total shares available for grant as of December 31, 2016
|
7,305,368
|
(1)
|
For purposes of determining the number of shares available for grant under the 2015 Plan against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by
1.5
shares and each restricted stock forfeited increases shares available for grant by
1.5
shares.
|
(2)
|
Amount includes
238,980
shares that had been reserved for potential future issuance related to certain performance unit awards discussed under the section titled "Nonvested Equity Stock and Stock Units" below.
|
(3)
|
Amount includes
300,003
shares that have been reserved for potential future issuance related to certain performance unit awards discussed under the section titled "Nonvested Equity Stock and Stock Units" below.
|
|
Options Outstanding
|
|
Weighted Average Remaining Contractual Term
|
|
|
||||||
|
Number of Shares
|
|
Weighted Average Exercise Price per Share
|
|
|
Aggregate Intrinsic Value
|
|||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||
Outstanding as of December 31, 2013
|
11,377,146
|
|
$
|
11.32
|
|
|
|
|
|
||
Options granted
|
2,370,313
|
|
$
|
9.63
|
|
|
|
|
|
||
Options exercised
|
(905,464)
|
|
$
|
6.93
|
|
|
|
|
|
||
Options forfeited
|
(1,400,349)
|
|
$
|
16.13
|
|
|
|
|
|
||
Outstanding as of December 31, 2014
|
11,441,646
|
|
$
|
10.73
|
|
|
|
|
|
||
Options granted
|
362,335
|
|
$
|
11.27
|
|
|
|
|
|
||
Options exercised
|
(1,184,141)
|
|
$
|
7.42
|
|
|
|
|
|
||
Options forfeited
|
(1,624,823)
|
|
$
|
17.22
|
|
|
|
|
|
||
Outstanding as of December 31, 2015
|
8,995,017
|
|
$
|
10.01
|
|
|
|
|
|
||
Options granted
|
500,000
|
|
$
|
12.29
|
|
|
|
|
|
||
Options exercised
|
(1,405,077)
|
|
$
|
7.27
|
|
|
|
|
|
||
Options forfeited
|
(1,081,107)
|
|
$
|
18.98
|
|
|
|
|
|
||
Outstanding as of December 31, 2016
|
7,008,833
|
|
$
|
9.34
|
|
|
5.0
|
|
$
|
37,202
|
|
Vested or expected to vest at December 31, 2016
|
6,880,321
|
|
$
|
9.34
|
|
|
4.9
|
|
$
|
36,603
|
|
Options exercisable at December 31, 2016
|
4,752,346
|
|
$
|
10.05
|
|
|
4.3
|
|
$
|
23,812
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||
Range of Exercise Prices
|
Number Outstanding
|
|
Weighted Average Remaining
Contractual Life (in years)
|
|
Weighted Average Exercise Price
|
|
Number Exercisable
|
|
Weighted Average Exercise Price
|
|||||
$4.13 – $5.39
|
651,904
|
|
5.0
|
|
$
|
4.33
|
|
|
109,740
|
|
$
|
4.77
|
|
|
$5.46 – $5.46
|
706,814
|
|
5.5
|
|
$
|
5.46
|
|
|
669,387
|
|
|
$
|
5.46
|
|
$5.49 – $5.63
|
548,630
|
|
2.5
|
|
$
|
5.63
|
|
|
546,887
|
|
$
|
5.63
|
|
|
$5.76 – $5.76
|
1,195,119
|
|
5.5
|
|
$
|
5.76
|
|
|
600,119
|
|
$
|
5.76
|
|
|
$6.83 – $8.73
|
667,795
|
|
4.0
|
|
$
|
7.72
|
|
|
644,421
|
|
$
|
7.70
|
|
|
$8.76 – $8.76
|
945,290
|
|
6.8
|
|
$
|
8.76
|
|
|
608,983
|
|
$
|
8.76
|
|
|
$9.18 – $12.30
|
708,832
|
|
7.5
|
|
$
|
11.29
|
|
|
351,337
|
|
$
|
11.13
|
|
|
$12.31 – $18.69
|
897,324
|
|
5.2
|
|
$
|
14.82
|
|
|
534,347
|
|
$
|
16.42
|
|
|
$19.16 – $22.72
|
686,500
|
|
1.0
|
|
$
|
20.47
|
|
|
686,500
|
|
$
|
20.47
|
|
|
$23.60 – $23.60
|
625
|
|
1.3
|
|
$
|
23.60
|
|
|
625
|
|
$
|
23.60
|
|
|
$4.13 – $23.60
|
7,008,833
|
|
5.0
|
|
$
|
9.34
|
|
|
4,752,346
|
|
$
|
10.05
|
|
|
Stock Option Plans for Years Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Stock Option Plans
|
|
|
|
|
|
Expected stock price volatility
|
34%-36%
|
|
41%
|
|
40%-44%
|
Risk free interest rate
|
1.3%-1.7%
|
|
1.2%
|
|
2.1%-2.2%
|
Expected term (in years)
|
5.4-6.1
|
|
6.0
|
|
6.0-6.1
|
Weighted-average fair value of stock options granted
|
$4.59
|
|
$4.59
|
|
$4.26
|
|
Employee Stock Purchase Plan for Years Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Employee Stock Purchase Plan
|
|
|
|
|
|
Expected stock price volatility
|
31%-33%
|
|
34%-42%
|
|
39%-44%
|
Risk free interest rate
|
0.41%-0.5%
|
|
0.1%-0.3%
|
|
0.0%-0.1%
|
Expected term (in years)
|
0.5
|
|
0.5
|
|
0.02-0.5
|
Weighted-average fair value of purchase rights granted under the purchase plan
|
$2.88
|
|
$3.06
|
|
$3.57
|
Nonvested Equity Stock and Stock Units
|
Shares
|
|
Weighted-Average
Grant-Date Fair Value
|
||
Nonvested at December 31, 2013
|
629,649
|
|
$
|
8.56
|
|
Granted
|
390,502
|
|
$
|
10.40
|
|
Vested
|
(262,580)
|
|
$
|
9.85
|
|
Forfeited
|
(83,707)
|
|
$
|
7.69
|
|
Nonvested at December 31, 2014
|
673,864
|
|
$
|
9.23
|
|
Granted
|
2,865,878
|
|
$
|
11.62
|
|
Vested
|
(276,622)
|
|
$
|
9.94
|
|
Forfeited
|
(255,002)
|
|
$
|
10.64
|
|
Nonvested at December 31, 2015
|
3,008,118
|
|
$
|
11.32
|
|
Granted
|
3,344,448
|
|
$
|
12.84
|
|
Vested
|
(789,864)
|
|
$
|
10.98
|
|
Forfeited
|
(699,646)
|
|
$
|
11.94
|
|
Nonvested at December 31, 2016
|
4,863,056
|
|
$
|
12.33
|
|
|
|
Employee
Severance
and Related Benefits
|
|
Facilities
|
|
Total
|
||||||
|
|
(In thousands)
|
||||||||||
Balance at December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
|
2,993
|
|
|
583
|
|
|
3,576
|
|
|||
Payments
|
|
(1,765
|
)
|
|
—
|
|
|
(1,765
|
)
|
|||
Non-cash settlements
|
|
—
|
|
|
(583
|
)
|
*
|
(583
|
)
|
|||
Balance at December 31, 2015
|
|
$
|
1,228
|
|
|
$
|
—
|
|
|
$
|
1,228
|
|
Payments
|
|
(1,228
|
)
|
|
—
|
|
|
(1,228
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Domestic
|
$
|
38,211
|
|
|
$
|
58,498
|
|
|
$
|
49,173
|
|
Foreign
|
(15,574
|
)
|
|
1,733
|
|
|
1,077
|
|
|||
|
$
|
22,637
|
|
|
$
|
60,231
|
|
|
$
|
50,250
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expense at U.S. federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Expense (benefit) at state statutory rate
|
1.8
|
|
|
(1.5
|
)
|
|
1.0
|
|
Withholding tax
|
97.0
|
|
|
34.1
|
|
|
38.6
|
|
Foreign rate differential
|
4.1
|
|
|
0.4
|
|
|
2.5
|
|
Research and development (“R&D”) credit
|
(8.3
|
)
|
|
(2.3
|
)
|
|
(6.1
|
)
|
Executive compensation
|
1.5
|
|
|
0.5
|
|
|
0.2
|
|
Stock-based compensation
|
34.8
|
|
|
5.3
|
|
|
1.4
|
|
Foreign tax credit
|
(97.0
|
)
|
|
(34.1
|
)
|
|
(38.7
|
)
|
Other
|
1.0
|
|
|
(0.6
|
)
|
|
0.6
|
|
Valuation allowance
|
—
|
|
|
(287.8
|
)
|
|
13.4
|
|
|
69.9
|
%
|
|
(251.0
|
)%
|
|
47.9
|
%
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Depreciation and amortization
|
$
|
22,174
|
|
|
$
|
30,019
|
|
Other liabilities and reserves
|
12,442
|
|
7,227
|
||||
Deferred equity compensation
|
17,426
|
|
23,176
|
||||
Net operating loss carryovers
|
11,439
|
|
11,746
|
||||
Tax credits
|
120,660
|
|
117,078
|
||||
Total gross deferred tax assets
|
184,141
|
|
|
189,246
|
|
||
Convertible debt
|
(3,870)
|
|
(6,044)
|
||||
Total net deferred tax assets
|
180,271
|
|
|
183,202
|
|
||
Valuation allowance
|
(23,529
|
)
|
|
(20,717
|
)
|
||
Net deferred tax assets
|
$
|
156,742
|
|
|
$
|
162,485
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Reported as:
|
|
|
|
||||
Non-current deferred tax assets
|
$
|
168,342
|
|
|
$
|
162,485
|
|
Non-current deferred tax liabilities
|
(11,600
|
)
|
|
—
|
|
||
Net deferred tax assets
|
$
|
156,742
|
|
|
$
|
162,485
|
|
|
Balance at Beginning of Period
|
|
Charged (Credited) to Operations
|
|
Charged to Other Account*
|
|
Valuation Allowance Release
|
|
Balance at End of Period
|
|||||||
Tax Valuation Allowance
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended December 31, 2014
|
$
|
192,823
|
|
|
—
|
|
|
1,051
|
|
|
—
|
|
|
$
|
193,874
|
|
Year ended December 31, 2015
|
$
|
193,874
|
|
|
—
|
|
|
1,299
|
|
|
(174,456
|
)
|
|
$
|
20,717
|
|
Year ended December 31, 2016
|
$
|
20,717
|
|
|
—
|
|
|
2,812
|
|
|
—
|
|
|
$
|
23,529
|
|
*
|
Amounts not charged to operations are charged to other comprehensive income or deferred tax assets (liabilities).
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
20,836
|
|
|
$
|
19,903
|
|
|
$
|
18,794
|
|
Tax positions related to current year:
|
|
|
|
|
|
||||||
Additions
|
1,225
|
|
|
1,186
|
|
|
1,134
|
|
|||
Tax positions related to prior years:
|
|
|
|
|
|
||||||
Additions
|
256
|
|
|
—
|
|
|
531
|
|
|||
Reductions
|
(171
|
)
|
|
(35
|
)
|
|
(556
|
)
|
|||
Settlements
|
(221
|
)
|
|
(218
|
)
|
|
—
|
|
|||
Balance at December 31
|
$
|
21,925
|
|
|
$
|
20,836
|
|
|
$
|
19,903
|
|
(in millions)
|
Estimated SK hynix Fair Value
|
||
Antitrust litigation settlement
|
$
|
4.0
|
|
Settlement of past infringement
|
280.0
|
|
|
License agreement
|
250.0
|
|
|
Total SK hynix Fair Value
|
$
|
534.0
|
|
(in millions)
|
Allocated Consideration
|
||
Antitrust litigation settlement
|
$
|
1.9
|
|
Settlement of past infringement
|
125.8
|
|
|
License agreement
|
112.3
|
|
|
Total original consideration
|
$
|
240.0
|
|
·
|
$526.1 million
as "royalty revenue" which represents the allocated consideration related to the settlement of past infringement (
$125.8 million
) from the resolution of the infringement litigation and the patent license agreement (
$400.3 million
); and
|
·
|
$1.9 million
as "gain from settlement" which represents the allocated consideration related to the resolution of the antitrust litigation.
|
|
Received
in
|
|
Estimated to Be Received in
|
|
Total Estimated
Cash Receipts
|
||||||||||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and thereafter
|
|
|||||||||||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Royalty revenue
|
$
|
23.6
|
|
|
$
|
47.3
|
|
|
$
|
55.3
|
|
|
$
|
63.9
|
|
|
$
|
48.0
|
|
|
$
|
40.0
|
|
|
$
|
32.0
|
|
|
$
|
48.0
|
|
|
$
|
168.0
|
|
|
$
|
526.1
|
|
Gain from settlement
|
0.4
|
|
|
0.7
|
|
|
0.7
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||||||
Total
|
$
|
24.0
|
|
|
$
|
48.0
|
|
|
$
|
56.0
|
|
|
$
|
64.0
|
|
|
$
|
48.0
|
|
|
$
|
40.0
|
|
|
$
|
32.0
|
|
|
$
|
48.0
|
|
|
$
|
168.0
|
|
|
$
|
528.0
|
|
(in millions)
|
Estimated Micron Fair Value
|
||
Antitrust litigation settlement
|
$
|
8.0
|
|
Settlement of past infringement
|
235.0
|
|
|
License agreement
|
440.0
|
|
|
Total Micron Fair Value
|
$
|
683.0
|
|
(in millions)
|
Allocated Consideration
|
||
Antitrust litigation settlement
|
$
|
3.3
|
|
Settlement of past infringement
|
96.3
|
|
|
License agreement
|
180.4
|
|
|
Total consideration
|
$
|
280.0
|
|
·
|
$276.7 million
as "royalty revenue" which represents the allocated consideration related to the settlement of past infringement (
$96.3 million
) from the resolution of the infringement litigation and the patent license agreement (
$180.4 million
); and
|
·
|
$3.3 million
as "gain from settlement" which represents the allocated consideration related to the resolution of the antitrust litigation.
|
|
Received
in
|
|
Estimated to Be Received in
|
|
Total Estimated
Cash Receipts
|
||||||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
|||||||||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Royalty revenue
|
$
|
5.3
|
|
|
$
|
38.7
|
|
|
$
|
38.7
|
|
|
$
|
39.5
|
|
|
$
|
40.0
|
|
|
$
|
40.0
|
|
|
$
|
40.0
|
|
|
$
|
34.5
|
|
|
$
|
276.7
|
|
Gain from settlement
|
0.2
|
|
|
1.3
|
|
|
1.3
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|||||||||
Total
|
$
|
5.5
|
|
|
$
|
40.0
|
|
|
$
|
40.0
|
|
|
$
|
40.0
|
|
|
$
|
40.0
|
|
|
$
|
40.0
|
|
|
$
|
40.0
|
|
|
$
|
34.5
|
|
|
$
|
280.0
|
|
|
Total
|
||
|
(in thousands)
|
||
Cash
|
$
|
12,056
|
|
Accounts receivable
|
6,563
|
|
|
Property and equipment
|
524
|
|
|
Other tangible assets
|
1,462
|
|
|
Identified intangible assets
|
59,700
|
|
|
Goodwill
|
46,903
|
|
|
Accounts payable and accrued liabilities
|
(5,996
|
)
|
|
Deferred income taxes
|
(15,556
|
)
|
|
Deferred revenue
|
(1,313
|
)
|
|
Total
|
$
|
104,343
|
|
|
Total
|
|
Estimated Weighted Average Useful Life
|
||
|
(in thousands)
|
|
(in years)
|
||
Existing technology
|
$
|
24,600
|
|
|
6
|
Customer contracts and contractual relationships (1)
|
35,100
|
|
|
6
|
|
Total
|
$
|
59,700
|
|
|
|
|
Total
|
||
|
(in thousands)
|
||
Inventory
|
$
|
6,300
|
|
Property and equipment
|
4,543
|
|
|
Other tangible assets
|
206
|
|
|
Identified intangible assets
|
50,222
|
|
|
Goodwill
|
32,723
|
|
|
Accounts payable and accrued liabilities
|
(3,527
|
)
|
|
Deferred revenue
|
(467
|
)
|
|
Total
|
$
|
90,000
|
|
|
Total
|
|
Estimated Weighted Average Useful Life
|
||
|
(in thousands)
|
|
(in years)
|
||
Existing technology
|
$
|
44,900
|
|
|
5
|
Customer contracts and contractual relationships
|
3,722
|
|
|
6
|
|
In-process research and development
|
1,600
|
|
|
Not applicable
|
|
Total
|
$
|
50,222
|
|
|
|
|
Total
|
||
|
(in thousands)
|
||
Property and equipment
|
$
|
911
|
|
Identified intangible assets
|
25,189
|
|
|
Goodwill
|
14,015
|
|
|
Deferred revenue
|
(1,270
|
)
|
|
Total
|
$
|
38,845
|
|
|
Total
|
|
Estimated Weighted Average Useful Life
|
||
|
(in thousands)
|
|
(in years)
|
||
Existing technology
|
$
|
2,600
|
|
|
5
|
Customer contracts and contractual relationships
|
789
|
|
|
2
|
|
In-process research and development
|
21,800
|
|
|
Not applicable
|
|
Total
|
$
|
25,189
|
|
|
|
|
Years Ended
|
||||||
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
364,443
|
|
|
$
|
374,036
|
|
Net income
|
$
|
5,727
|
|
|
$
|
188,852
|
|
Net income per share - diluted
|
$
|
0.05
|
|
|
$
|
1.61
|
|
|
Dec. 31, 2016
|
|
Sept. 30, 2016
|
|
June 30, 2016
|
|
March 31, 2016
|
|
Dec. 31, 2015
|
|
Sept. 30, 2015
|
|
June 30, 2015
|
|
March 31, 2015
|
||||||||||||||||
|
(In thousands, except for per share amounts)
|
||||||||||||||||||||||||||||||
Total revenue
|
$
|
97,559
|
|
|
$
|
89,855
|
|
|
$
|
76,501
|
|
|
$
|
72,682
|
|
|
$
|
76,773
|
|
|
$
|
73,779
|
|
|
$
|
72,812
|
|
|
$
|
72,914
|
|
Total operating costs and expenses (1)
|
$
|
97,035
|
|
|
$
|
78,039
|
|
|
$
|
64,493
|
|
|
$
|
63,388
|
|
|
$
|
56,439
|
|
|
$
|
56,139
|
|
|
$
|
57,258
|
|
|
$
|
55,022
|
|
Operating income
|
$
|
524
|
|
|
$
|
11,816
|
|
|
$
|
12,008
|
|
|
$
|
9,294
|
|
|
$
|
20,334
|
|
|
$
|
17,640
|
|
|
$
|
15,554
|
|
|
$
|
17,892
|
|
Net income (loss) (2)
|
$
|
(3,445
|
)
|
|
$
|
4,511
|
|
|
$
|
3,876
|
|
|
$
|
1,878
|
|
|
$
|
12,992
|
|
|
$
|
182,033
|
|
|
$
|
6,861
|
|
|
$
|
9,502
|
|
Net income (loss) per share — basic
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.02
|
|
|
$
|
0.12
|
|
|
$
|
1.56
|
|
|
0.06
|
|
|
$
|
0.08
|
|
|
Net income (loss) per share — diluted
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
0.11
|
|
|
$
|
1.52
|
|
|
0.06
|
|
|
$
|
0.08
|
|
|
Shares used in per share calculations — basic (3)
|
110,788
|
|
|
110,214
|
|
|
109,904
|
|
|
109,733
|
|
|
111,476
|
|
|
116,444
|
|
|
116,027
|
|
|
115,336
|
|
||||||||
Shares used in per share calculations — diluted (3)
|
110,788
|
|
|
113,723
|
|
|
112,061
|
|
|
112,252
|
|
|
113,388
|
|
|
119,542
|
|
|
120,939
|
|
|
117,442
|
|
(1)
|
The quarterly financial information includes $18.3 million of impairment of in-process research and development intangible asset and a reduction of operating expenses due to the change in the contingent consideration liability of $6.8 million in the quarter ended December 31, 2016. Refer to Note 5, “Intangible Assets and Goodwill” of Notes to Consolidated Financial Statements of this Form 10-K. The quarterly financial information also includes restructuring charges of $3.6 million in the quarter ended December 31, 2015. Refer to Note 15, "Restructuring Charges" of Notes to Consolidated Financial Statements of this Form 10-K.
|
(2)
|
The quarterly financial information includes the following amount related to benefit from income taxes related to the deferred tax asset valuation allowance reversal as follows: $174.5 million in the quarter ended September 30, 2015. Refer to Note 16, "Income Taxes" of Notes to Consolidated Financial Statements of this Form 10-K.
|
(3)
|
The quarterly financial information includes the impact of the accelerated share repurchase program as follows: 0.7 million shares in the quarter ended June 30, 2016 and 7.8 million shares repurchased in the quarter ended December 31, 2015. Refer to Note 13, "Stockholders' Equity" of Notes to Consolidated Financial Statements of this Form 10-K.
|
RAMBUS INC.
|
|
|
|
By:
|
/s/ RAHUL MATHUR
|
|
Rahul Mathur
|
|
Senior Vice President, Finance and Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ RONALD BLACK
|
Chief Executive Officer, President and Director (Principal Executive Officer)
|
February 17, 2017
|
Ronald Black
|
|
|
|
|
|
/s/ RAHUL MATHUR
|
Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
|
February 17, 2017
|
Rahul Mathur
|
|
|
|
|
|
/s/ ERIC STANG
|
Chairman of the Board of Directors
|
February 17, 2017
|
Eric Stang
|
|
|
|
|
|
/s/ J. THOMAS BENTLEY
|
Director
|
February 17, 2017
|
J. Thomas Bentley
|
|
|
|
|
|
/s/ ELLIS THOMAS FISHER
|
Director
|
February 17, 2017
|
Ellis Thomas Fisher
|
|
|
|
|
|
/s/ PENELOPE HERSCHER
|
Director
|
February 17, 2017
|
Penelope Herscher
|
|
|
|
|
|
/s/ CHARLES KISSNER
|
Director
|
February 17, 2017
|
Charles Kissner
|
|
|
|
|
|
/s/ DAVID SHRIGLEY
|
Director
|
February 17, 2017
|
David Shrigley
|
|
|
|
|
|
Exhibit Number
|
|
Description of Document
|
2.1(1)
|
|
Purchase Agreement, dated January 25, 2016, by and between Rambus Inc. and the shareholders of Smart Card Software Ltd.
|
3.1(2)
|
|
Amended and Restated Certificate of Incorporation of Registrant filed May 29, 1997.
|
3.2(3)
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Registrant filed June 14, 2000.
|
3.3(4)
|
|
Amended and Restated Bylaws of Registrant dated April 25, 2013.
|
4.1(5)
|
|
Form of Registrant’s Common Stock Certificate.
|
4.2(6)
|
|
Indenture between Rambus Inc. and U.S. Bank, National Association, dated as of August 16, 2013 (including the form of 1.125% Convertible Senior Note due 2018 therein).
|
10.1(7)
|
|
Form of Indemnification Agreement entered into by Registrant with each of its directors and executive officers.
|
10.2(8)*
|
|
Form of Change of Control Severance Agreement, Agreement entered into by Registrant with each of its named executive officers other than its chief executive officer.
|
10.3(9)*
|
|
1997 Stock Plan (as amended and restated as of April 4, 2007) and related forms of agreements.
|
10.4(10)*
|
|
2006 Equity Incentive Plan, as amended.
|
10.5(10)*
|
|
Forms of agreements under the 2006 Equity Incentive Plan, as amended.
|
10.6(10)*
|
|
2006 Employee Stock Purchase Plan as amended.
|
10.7(11)*
|
|
2015 Equity Incentive Plan.
|
10.8(12)*
|
|
Form of Restricted Stock Unit Agreement (2015 Equity Incentive Plan).
|
10.9(12)*
|
|
Form of Stock Option Agreement (2015 Equity Incentive Plan).
|
10.10(11)*
|
|
2015 Employee Stock Purchase Plan.
|
10.11(13)
|
|
Triple Net Space Lease, dated as of December 15, 2009, by and between Registrant and MT SPE, LLC.
|
10.12(14)**
|
|
Settlement Agreement, dated January 19, 2010, among Registrant, Samsung Electronics Co., Ltd, Samsung Electronics America, Inc., Samsung Semiconductor, Inc. and Samsung Austin Semiconductor, L.P.
|
10.13(14)**
|
|
Semiconductor Patent License Agreement, dated January 19, 2010, between Registrant and Samsung Electronics Co., Ltd.
|
10.14(15)
|
|
First Amendment of Lease, dated November 4, 2011, by and between Registrant and MT SPE, LLC.
|
10.15(16)
|
|
Employment Agreement between the Company and Ronald Black, dated as of June 22, 2012.
|
10.16(17)**
|
|
Settlement Agreement, dated June 11, 2013, among Registrant, SK hynix and certain SK hynix affiliates.
|
10.17(18)**
|
|
Semiconductor Patent License Agreement, dated June 11, 2013, between Registrant and SK hynix.
|
10.18(19)**
|
|
Settlement Agreement, dated December 9, 2013, between Rambus Inc., Micron Technology, Inc., and certain Micron affiliates.
|
10.19(19)**
|
|
Semiconductor Patent License Agreement, dated December 9, 2013, between Rambus, Inc. and Micron Technology, Inc.
|
10.20(19)**
|
|
Amendment to Semiconductor Patent License Agreement, dated December 30, 2013, by and between Rambus Inc. and Samsung Electronics Co., Ltd.
|
10.21(20)**
|
|
Amendment 1 to Semiconductor Patent License Agreement, dated June 17, 2015, by and between Rambus Inc. and SK hynix Inc.
|
10.22(21)
|
|
Master Agreement, dated October 26, 2015, by and between Rambus Inc. and Citibank, N.A.
|
10.23(22)
|
|
Asset Purchase Agreement, dated June 29, 2016, by and between Rambus Inc., Bell ID Singapore Ptd Ltd, Inphi Corporation and Inphi International Pte. Ltd.
|
10.24(23)
|
|
Separation Agreement, dated August 5, 2016 by and between Rambus Inc. and Satish Rishi.
|
10.25(24)
|
|
Offer Letter, dated September 9, 2016, by and between Rambus Inc. and Rahul Mathur.
|
12.1(25)
|
|
Computation of ratio of earnings to fixed charges.
|
21.1
|
|
Subsidiaries of Registrant.
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
24
|
|
Power of Attorney (included in signature page).
|
31.1
|
|
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS±
|
|
XBRL Instance Document
|
101.SCH±
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL±
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB±
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE±
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF±
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
|
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
|
**
|
|
Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
|
±
|
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
|
(1)
|
|
Incorporated by reference to the Form 10-Q filed on April 22, 2016.
|
|
|
|
(2)
|
|
Incorporated by reference to the Form 10-K filed on December 15, 1997.
|
|
|
|
(3)
|
|
Incorporated by reference to the Form 10-Q filed on May 4, 2001.
|
|
|
|
(4)
|
|
Incorporated by reference to the Form 8-K filed on April 30, 2013.
|
|
|
|
(5)
|
|
Incorporated by reference to the Form S-1/A (file no. 333-22885) filed on April 24, 1997.
|
|
|
|
(6)
|
|
Incorporated by reference to the Form 8-K filed on August 16, 2013.
|
|
|
|
(7)
|
|
Incorporated by reference to the Form S-1 (file no. 333-22885) filed on March 6, 1997.
|
|
|
|
(8)
|
|
Incorporated by reference to the Form 8-K filed on March 9, 2015.
|
|
|
|
(9)
|
|
Incorporated by reference to the Form 10-K filed on September 14, 2007.
|
|
|
|
(10)
|
|
Incorporated by reference to the Form 8-K filed on April 30, 2014.
|
|
|
|
(11)
|
|
Incorporated by reference to the Form 8-K filed on April 28, 2015.
|
|
|
|
(12)
|
|
Incorporated by reference to the Form 10-Q filed on July 23, 2015.
|
|
|
|
(13)
|
|
Incorporated by reference to the Form 10-K filed on February 26, 2010.
|
|
|
|
(14)
|
|
Incorporated by reference to the Form 10-Q filed on May 3, 2010.
|
|
|
|
(15)
|
|
Incorporated by reference to the Form 10-K filed on February 24, 2012.
|
|
|
|
(16)
|
|
Incorporated by reference to the Form 8-K filed on June 25, 2012.
|
|
|
|
(17)
|
|
Incorporated by reference to the Form 10-Q/A filed on January 13, 2014.
|
|
|
|
(18)
|
|
Incorporated by reference to the Form 10-Q filed on July 29, 2013.
|
|
|
|
(19)
|
|
Incorporated by reference to the Form 10-K filed on February 21, 2014.
|
|
|
|
(20)
|
|
Incorporated by reference to the Form 10-Q filed on July 23, 2015.
|
|
|
|
(21)
|
|
Incorporated by reference to the Form 10-K filed on February 19, 2016.
|
|
|
|
(22)
|
|
Incorporated by reference to the Form 10-Q filed on July 22, 2016.
|
|
|
|
(23)
|
|
Incorporated by reference to the Form 10-Q filed on October 28, 2016.
|
|
|
|
(24)
|
|
Incorporated by reference to the Form 8-K filed on September 21, 2016.
|
|
|
|
(25)
|
|
Incorporated by reference to the Form S-3 filed on June 22, 2009.
|
|
|
|
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