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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sandisk Corp. | NASDAQ:SNDK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 76.18 | 0 | 01:00:00 |
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
77-0191793
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
951 SanDisk Drive
Milpitas, California
|
95035
|
(Address of principal executive offices)
|
(Zip Code)
|
Yes
þ
|
No
¨
|
Yes
þ
|
No
¨
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
Yes
¨
|
No
þ
|
|
|
|
Page No.
|
|
PART I. FINANCIAL INFORMATION
|
|
Item 1.
|
Condensed Consolidated Financial Statements:
|
|
|
Condensed Consolidated Balance Sheets as of April 3, 2016 and January 3, 2016
|
|
|
Condensed Consolidated Statements of Operations for the three months ended April 3, 2016 and March 29, 2015
|
|
|
Condensed Consolidated Statements of Comprehensive Income for the three months ended April 3, 2016 and March 29, 2015
|
|
|
Condensed Consolidated Statements of Cash Flows for the three months ended April 3, 2016 and March 29, 2015
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
|
PART II. OTHER INFORMATION
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
|
Signatures
|
|
|
Exhibit Index
|
•
|
“SanDisk
®
,” “the Company,” “we,” “our,” and “us” collectively refer to SanDisk Corporation, a Delaware corporation, and its subsidiaries.
|
•
|
Years or annual periods are references to our fiscal years, which consist of
52
weeks, except for fiscal year
2015
, which consisted of
53
weeks.
|
•
|
Quarters are references to our fiscal quarters, which consist of 13 weeks, except for the fourth quarter of fiscal year
2015
, which consisted of 14 weeks.
|
Item 1.
|
Condensed Consolidated Financial Statements
|
|
|
*
|
Derived from audited financial statements
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands, except per share amounts)
|
||||||
Revenue
|
$
|
1,365,736
|
|
|
$
|
1,332,241
|
|
|
|
|
|
||||
Cost of revenue
|
794,135
|
|
|
762,483
|
|
||
Amortization of acquisition-related intangible assets
|
28,276
|
|
|
24,756
|
|
||
Total cost of revenue
|
822,411
|
|
|
787,239
|
|
||
Gross profit
|
543,325
|
|
|
545,002
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
244,187
|
|
|
222,726
|
|
||
Sales and marketing
|
96,030
|
|
|
101,820
|
|
||
General and administrative
|
40,590
|
|
|
48,047
|
|
||
Amortization of acquisition-related intangible assets
|
6,397
|
|
|
13,681
|
|
||
Impairment of acquisition-related intangible assets
|
—
|
|
|
61,000
|
|
||
Restructuring and other
|
47
|
|
|
40,541
|
|
||
Western Digital acquisition-related expenses
|
18,963
|
|
|
—
|
|
||
Total operating expenses
|
406,214
|
|
|
487,815
|
|
||
Operating income
|
137,111
|
|
|
57,187
|
|
||
Interest income
|
8,847
|
|
|
11,025
|
|
||
Interest (expense) and other income (expense), net
|
(24,197
|
)
|
|
(34,595
|
)
|
||
Total other income (expense), net
|
(15,350
|
)
|
|
(23,570
|
)
|
||
Income before income taxes
|
121,761
|
|
|
33,617
|
|
||
Provision for (benefit from) income taxes
|
43,408
|
|
|
(5,408
|
)
|
||
Net income
|
$
|
78,353
|
|
|
$
|
39,025
|
|
|
|
|
|
||||
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.39
|
|
|
$
|
0.18
|
|
Diluted
|
$
|
0.37
|
|
|
$
|
0.17
|
|
Shares used in computing net income per share:
|
|
|
|
||||
Basic
|
201,928
|
|
|
211,428
|
|
||
Diluted
|
209,923
|
|
|
224,049
|
|
||
|
|
|
|
||||
Cash dividends declared per share
|
$
|
—
|
|
|
$
|
0.30
|
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands)
|
||||||
Net income
|
$
|
78,353
|
|
|
$
|
39,025
|
|
Other comprehensive income, before tax:
|
|
|
|
||||
Unrealized holding gain (loss) on marketable securities
|
(871
|
)
|
|
5,198
|
|
||
Reclassification adjustment for realized gain on marketable securities included in net income
|
(38
|
)
|
|
(1,997
|
)
|
||
Reclassification adjustment for other-than-temporary losses on available-for-sale securities included in net income
|
524
|
|
|
—
|
|
||
Net unrealized holding gain (loss) on marketable securities
|
(385
|
)
|
|
3,201
|
|
||
|
|
|
|
||||
Foreign currency translation adjustments
|
77,182
|
|
|
12,254
|
|
||
|
|
|
|
||||
Unrealized holding gain on derivatives qualifying as cash flow hedges
|
28,388
|
|
|
849
|
|
||
Reclassification adjustment for realized loss on derivatives qualifying as cash flow hedges included in net income
|
1,448
|
|
|
11,605
|
|
||
Net unrealized holding gain on derivatives qualifying as cash flow hedges
|
29,836
|
|
|
12,454
|
|
||
Total other comprehensive income, before tax
|
106,633
|
|
|
27,909
|
|
||
Income tax expense related to items of other comprehensive income
|
2,027
|
|
|
2,878
|
|
||
Total other comprehensive income, net of tax
|
104,606
|
|
|
25,031
|
|
||
Comprehensive income
|
$
|
182,959
|
|
|
$
|
64,056
|
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
78,353
|
|
|
$
|
39,025
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Deferred taxes
|
14,553
|
|
|
(965
|
)
|
||
Depreciation
|
68,356
|
|
|
69,081
|
|
||
Amortization
|
70,991
|
|
|
83,374
|
|
||
Provision for doubtful accounts
|
(443
|
)
|
|
330
|
|
||
Share-based compensation expense
|
43,699
|
|
|
41,410
|
|
||
Excess tax benefit from share-based plans
|
(5,743
|
)
|
|
(8,865
|
)
|
||
Impairment and other
|
641
|
|
|
63,709
|
|
||
Other non-operating
|
(23,733
|
)
|
|
(4,187
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
121,451
|
|
|
252,899
|
|
||
Inventory
|
(71,799
|
)
|
|
(13,945
|
)
|
||
Other assets
|
(5,294
|
)
|
|
(94,673
|
)
|
||
Accounts payable trade
|
(16,209
|
)
|
|
(26,090
|
)
|
||
Accounts payable to related parties
|
17,070
|
|
|
11,819
|
|
||
Other liabilities
|
63,250
|
|
|
(104,057
|
)
|
||
Total adjustments
|
276,790
|
|
|
269,840
|
|
||
Net cash provided by operating activities
|
355,143
|
|
|
308,865
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of short and long-term marketable securities
|
(299,154
|
)
|
|
(692,656
|
)
|
||
Proceeds from sales of short and long-term marketable securities
|
1,361,719
|
|
|
1,045,097
|
|
||
Proceeds from maturities of short and long-term marketable securities
|
207,896
|
|
|
99,881
|
|
||
Acquisition of property and equipment, net
|
(59,458
|
)
|
|
(98,287
|
)
|
||
Notes receivable issuances to Flash Ventures
|
(45,723
|
)
|
|
(100,499
|
)
|
||
Notes receivable proceeds from Flash Ventures
|
234,524
|
|
|
89,693
|
|
||
Purchased technology and other assets
|
16,628
|
|
|
(1,500
|
)
|
||
Net cash provided by investing activities
|
1,416,432
|
|
|
341,729
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of debt financing
|
—
|
|
|
(68
|
)
|
||
Proceeds from employee stock programs
|
39,344
|
|
|
30,844
|
|
||
Excess tax benefit from share-based plans
|
5,743
|
|
|
8,865
|
|
||
Dividends paid
|
(2,574
|
)
|
|
(64,503
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(750,140
|
)
|
||
Taxes paid related to net share settlement of equity awards
|
(30,525
|
)
|
|
(33,759
|
)
|
||
Net cash provided by (used in) financing activities
|
11,988
|
|
|
(808,761
|
)
|
||
Effect of changes in foreign currency exchange rates on cash
|
9,416
|
|
|
(896
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
1,792,979
|
|
|
(159,063
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,478,948
|
|
|
809,003
|
|
||
Cash and cash equivalents at end of period
|
$
|
3,271,927
|
|
|
$
|
649,940
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Property and equipment additions not yet paid in cash
|
$
|
62,002
|
|
|
$
|
136,584
|
|
Intellectual property purchases not yet paid in cash
|
$
|
8,000
|
|
|
$
|
—
|
|
Note
1
.
|
Organization and Summary of Significant Accounting Policies
|
Note
2
.
|
Accounting Changes and Recent Accounting Pronouncements
|
Note
3
.
|
Investments and Fair Value Measurements
|
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
3,271,927
|
|
|
$
|
1,478,948
|
|
Short-term marketable securities
|
1,249,367
|
|
|
2,527,245
|
|
||
Long-term marketable securities
|
112,195
|
|
|
117,142
|
|
||
Total cash, cash equivalents and marketable securities
|
$
|
4,633,489
|
|
|
$
|
4,123,335
|
|
|
April 3, 2016
|
|
January 3, 2016
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
Money market funds
|
$
|
2,512,412
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,512,412
|
|
|
$
|
1,180,614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,180,614
|
|
Fixed income securities
|
36,582
|
|
|
1,392,002
|
|
|
—
|
|
|
1,428,584
|
|
|
122,899
|
|
|
2,609,123
|
|
|
—
|
|
|
2,732,022
|
|
||||||||
Derivative assets
|
—
|
|
|
35,689
|
|
|
—
|
|
|
35,689
|
|
|
—
|
|
|
3,376
|
|
|
—
|
|
|
3,376
|
|
||||||||
Total financial assets
|
$
|
2,548,994
|
|
|
$
|
1,427,691
|
|
|
$
|
—
|
|
|
$
|
3,976,685
|
|
|
$
|
1,303,513
|
|
|
$
|
2,612,499
|
|
|
$
|
—
|
|
|
$
|
3,916,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
1,747
|
|
|
$
|
—
|
|
|
$
|
1,747
|
|
Total financial liabilities
|
$
|
—
|
|
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
1,747
|
|
|
$
|
—
|
|
|
$
|
1,747
|
|
|
April 3, 2016
|
|
January 3, 2016
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
Cash equivalents
(1)
|
$
|
2,512,412
|
|
|
$
|
67,022
|
|
|
$
|
—
|
|
|
$
|
2,579,434
|
|
|
$
|
1,180,614
|
|
|
$
|
87,635
|
|
|
$
|
—
|
|
|
$
|
1,268,249
|
|
Short-term marketable securities
|
32,246
|
|
|
1,217,121
|
|
|
—
|
|
|
1,249,367
|
|
|
122,899
|
|
|
2,404,346
|
|
|
—
|
|
|
2,527,245
|
|
||||||||
Long-term marketable securities
|
4,336
|
|
|
107,859
|
|
|
—
|
|
|
112,195
|
|
|
—
|
|
|
117,142
|
|
|
—
|
|
|
117,142
|
|
||||||||
Other current assets
|
—
|
|
|
35,689
|
|
|
—
|
|
|
35,689
|
|
|
—
|
|
|
3,376
|
|
|
—
|
|
|
3,376
|
|
||||||||
Total financial assets
|
$
|
2,548,994
|
|
|
$
|
1,427,691
|
|
|
$
|
—
|
|
|
$
|
3,976,685
|
|
|
$
|
1,303,513
|
|
|
$
|
2,612,499
|
|
|
$
|
—
|
|
|
$
|
3,916,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other current accrued liabilities
|
$
|
—
|
|
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
1,747
|
|
|
$
|
—
|
|
|
$
|
1,747
|
|
Total financial liabilities
|
$
|
—
|
|
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
1,747
|
|
|
$
|
—
|
|
|
$
|
1,747
|
|
|
|
(1)
|
Cash equivalents exclude cash holdings of
$692.5 million
and
$210.7 million
included in Cash and cash equivalents on the
Condensed
Consolidated Balance Sheets as of
April 3, 2016
and
January 3, 2016
, respectively.
|
|
April 3, 2016
|
|
January 3, 2016
|
||||||||||||||||||||||||||||
|
Amortized Cost
(1)
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair
Value |
|
Amortized Cost
(1)
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair
Value |
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
U.S. Treasury securities
|
$
|
36,547
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
36,582
|
|
|
$
|
122,891
|
|
|
$
|
11
|
|
|
$
|
(3
|
)
|
|
$
|
122,899
|
|
U.S. government-sponsored agency securities
|
21,138
|
|
|
97
|
|
|
—
|
|
|
21,235
|
|
|
37,447
|
|
|
14
|
|
|
(74
|
)
|
|
37,387
|
|
||||||||
International government securities
|
1,664
|
|
|
—
|
|
|
(3
|
)
|
|
1,661
|
|
|
47,463
|
|
|
—
|
|
|
(16
|
)
|
|
47,447
|
|
||||||||
Corporate notes and bonds
|
260,940
|
|
|
357
|
|
|
(106
|
)
|
|
261,191
|
|
|
471,421
|
|
|
52
|
|
|
(559
|
)
|
|
470,914
|
|
||||||||
Asset-backed securities
|
45,080
|
|
|
32
|
|
|
(14
|
)
|
|
45,098
|
|
|
133,518
|
|
|
3
|
|
|
(75
|
)
|
|
133,446
|
|
||||||||
Mortgage-backed securities
|
2,149
|
|
|
2
|
|
|
(1
|
)
|
|
2,150
|
|
|
12,661
|
|
|
—
|
|
|
(4
|
)
|
|
12,657
|
|
||||||||
Municipal notes and bonds
|
1,060,129
|
|
|
538
|
|
|
—
|
|
|
1,060,667
|
|
|
1,905,299
|
|
|
1,991
|
|
|
(18
|
)
|
|
1,907,272
|
|
||||||||
Total available-for-sale investments
|
$
|
1,427,647
|
|
|
$
|
1,061
|
|
|
$
|
(124
|
)
|
|
$
|
1,428,584
|
|
|
$
|
2,730,700
|
|
|
$
|
2,071
|
|
|
$
|
(749
|
)
|
|
$
|
2,732,022
|
|
|
|
(1)
|
Amortized cost includes adjustments made to the cost basis of an investment for accretion, amortization and other-than- temporary impairment.
|
|
Less than 12 months
|
|
Greater than 12 months
|
||||||||||||
|
Fair
Value |
|
Gross Unrealized Loss
|
|
Fair
Value
|
|
Gross Unrealized Loss
|
||||||||
|
(In thousands)
|
||||||||||||||
International government securities
|
$
|
1,654
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate notes and bonds
|
117,285
|
|
|
(105
|
)
|
|
973
|
|
|
(1
|
)
|
||||
Asset-backed securities
|
21,820
|
|
|
(11
|
)
|
|
2,535
|
|
|
(3
|
)
|
||||
Mortgage-backed securities
|
502
|
|
|
0
|
|
|
138
|
|
|
(1
|
)
|
||||
Municipal notes and bonds
|
189,025
|
|
|
0
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
330,286
|
|
|
$
|
(119
|
)
|
|
$
|
3,646
|
|
|
$
|
(5
|
)
|
|
Amortized Cost
|
|
Fair Value
|
||||
|
(In thousands)
|
||||||
Due in one year or less
|
$
|
886,076
|
|
|
$
|
886,479
|
|
After one year through five years
|
218,573
|
|
|
219,038
|
|
||
After five years through ten years
|
60,531
|
|
|
60,532
|
|
||
After ten years
|
262,467
|
|
|
262,535
|
|
||
Total
|
$
|
1,427,647
|
|
|
$
|
1,428,584
|
|
|
April 3, 2016
|
|
January 3, 2016
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
1.5% Convertible Senior Notes due 2017
|
$
|
925,486
|
|
|
$
|
1,577,929
|
|
|
$
|
913,178
|
|
|
$
|
1,573,285
|
|
0.5% Convertible Senior Notes due 2020
|
1,250,092
|
|
|
1,560,300
|
|
|
1,237,776
|
|
|
1,563,750
|
|
||||
Total
|
$
|
2,175,578
|
|
|
$
|
3,138,229
|
|
|
$
|
2,150,954
|
|
|
$
|
3,137,035
|
|
Note
4
.
|
Derivatives and Hedging Activities
|
|
Notional Amount
|
|
Unrealized Gain
|
||||||||
|
(Japanese yen, in billions)
|
|
(U.S. dollar, in thousands)
|
|
(U.S. dollar, in thousands)
|
||||||
Designated foreign exchange forward contracts
|
¥
|
92.0
|
|
|
$
|
824,385
|
|
|
$
|
28,782
|
|
|
Derivative assets reported in
|
||||||
|
Other Current Assets
|
||||||
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Foreign exchange forward contracts designated
|
$
|
28,784
|
|
|
$
|
1,307
|
|
Foreign exchange forward contracts not designated
|
6,905
|
|
|
2,069
|
|
||
Total derivatives
|
$
|
35,689
|
|
|
$
|
3,376
|
|
|
Derivative liabilities reported in
|
||||||
|
Other Current Accrued Liabilities
|
||||||
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Foreign exchange forward contracts designated
|
$
|
2
|
|
|
$
|
4
|
|
Foreign exchange forward contracts not designated
|
510
|
|
|
1,743
|
|
||
Total derivatives
|
$
|
512
|
|
|
$
|
1,747
|
|
|
Three months ended
|
||||||||||||||
|
Amount of gain recognized in OCI
|
|
Amount of loss reclassified from AOCI to earnings
|
||||||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
April 3,
2016 |
|
March 29,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||
Foreign exchange forward contracts:
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
$
|
28,388
|
|
|
$
|
849
|
|
|
$
|
(1,448
|
)
|
|
$
|
(11,605
|
)
|
Net investment hedges
|
—
|
|
|
1,312
|
|
|
—
|
|
|
—
|
|
||||
Total foreign exchange forward contracts
|
$
|
28,388
|
|
|
$
|
2,161
|
|
|
$
|
(1,448
|
)
|
|
$
|
(11,605
|
)
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands)
|
||||||
Foreign exchange forward contracts
|
$
|
(1,877
|
)
|
|
$
|
(159
|
)
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands)
|
||||||
Gain (loss) on foreign exchange forward contracts including forward point income
|
$
|
22,753
|
|
|
$
|
(559
|
)
|
Loss from revaluation of foreign currency exposures hedged by foreign exchange forward contracts
|
(20,892
|
)
|
|
(3,306
|
)
|
||
Total effect of non-designated derivative contracts
|
$
|
1,861
|
|
|
$
|
(3,865
|
)
|
Note
5
.
|
Balance Sheet Information
|
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Accounts receivable
|
$
|
721,274
|
|
|
$
|
889,574
|
|
Allowance for doubtful accounts
|
(7,350
|
)
|
|
(7,784
|
)
|
||
Promotions, price protection and other activities
|
(216,741
|
)
|
|
(263,599
|
)
|
||
Total accounts receivable, net
|
$
|
497,183
|
|
|
$
|
618,191
|
|
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Raw material
|
$
|
420,558
|
|
|
$
|
383,655
|
|
Work-in-process
|
140,375
|
|
|
109,746
|
|
||
Finished goods
|
320,123
|
|
|
315,994
|
|
||
Total inventory
|
$
|
881,056
|
|
|
$
|
809,395
|
|
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Income tax receivables
|
$
|
47,941
|
|
|
$
|
38,420
|
|
Other tax-related receivables
|
107,978
|
|
|
104,273
|
|
||
Non-trade receivables
|
22,646
|
|
|
23,108
|
|
||
Prepayment to Flash Ventures
|
13,758
|
|
|
13,758
|
|
||
Prepaid expenses
|
17,078
|
|
|
26,806
|
|
||
Other current assets
|
44,446
|
|
|
19,642
|
|
||
Total other current assets
|
$
|
253,847
|
|
|
$
|
226,007
|
|
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Notes receivable, Flash Partners Ltd.
|
$
|
25,870
|
|
|
$
|
113,476
|
|
Notes receivable, Flash Alliance Ltd.
|
219,447
|
|
|
285,560
|
|
||
Notes receivable, Flash Forward Ltd.
|
100,357
|
|
|
105,994
|
|
||
Investment in Flash Partners Ltd.
|
184,035
|
|
|
170,423
|
|
||
Investment in Flash Alliance Ltd.
|
278,702
|
|
|
252,697
|
|
||
Investment in Flash Forward Ltd.
|
91,008
|
|
|
81,839
|
|
||
Total notes receivable and investments in Flash Ventures
|
$
|
899,419
|
|
|
$
|
1,009,989
|
|
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Prepaid tax on intercompany transactions
|
$
|
27,944
|
|
|
$
|
29,412
|
|
Prepayment to Flash Ventures
|
22,930
|
|
|
26,370
|
|
||
Long-term income tax receivable
|
31,371
|
|
|
45,785
|
|
||
Other non-current assets
|
65,519
|
|
|
72,060
|
|
||
Total other non-current assets
|
$
|
147,764
|
|
|
$
|
173,627
|
|
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Accrued payroll and related expenses
|
$
|
153,698
|
|
|
$
|
138,757
|
|
Taxes payable
|
65,240
|
|
|
53,006
|
|
||
Derivative contract payables
|
512
|
|
|
1,747
|
|
||
Other current accrued liabilities
|
186,472
|
|
|
160,430
|
|
||
Total other current accrued liabilities
|
$
|
405,922
|
|
|
$
|
353,940
|
|
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Income tax liabilities
|
$
|
99,540
|
|
|
$
|
93,731
|
|
Deferred revenue
|
25,729
|
|
|
22,728
|
|
||
Deferred tax liabilities
|
1,237
|
|
|
30
|
|
||
Other non-current liabilities
|
52,913
|
|
|
53,604
|
|
||
Total non-current liabilities
|
$
|
179,419
|
|
|
$
|
170,093
|
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands)
|
||||||
Balance, beginning of period
|
$
|
42,311
|
|
|
$
|
48,555
|
|
Additions and adjustments to cost of revenue
|
3,244
|
|
|
244
|
|
||
Usage
|
(1,874
|
)
|
|
(4,167
|
)
|
||
Balance, end of period
|
$
|
43,681
|
|
|
$
|
44,632
|
|
|
Available-for-sale Investments
|
|
Foreign Currency Translation
|
|
Hedging Activities
|
|
Accumulated Other Comprehensive Loss
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at January 3, 2016
|
$
|
842
|
|
|
$
|
(199,663
|
)
|
|
$
|
(118
|
)
|
|
$
|
(198,939
|
)
|
Other comprehensive income (loss) before reclassifications, net
|
(871
|
)
|
|
77,182
|
|
|
28,388
|
|
|
104,699
|
|
||||
Amount reclassified from AOCI
|
(38
|
)
|
|
—
|
|
|
1,448
|
|
|
1,410
|
|
||||
Reclassification adjustment for other-than-temporary impairment losses
|
524
|
|
|
—
|
|
|
—
|
|
|
524
|
|
||||
Tax effects
|
145
|
|
|
(2,172
|
)
|
|
—
|
|
|
(2,027
|
)
|
||||
Balance at April 3, 2016
|
$
|
602
|
|
|
$
|
(124,653
|
)
|
|
$
|
29,718
|
|
|
$
|
(94,333
|
)
|
|
|
Three months ended
|
|
|
||||||
AOCI Component
|
|
April 3,
2016 |
|
March 29,
2015 |
|
Statement of Operations
Line Item
|
||||
|
|
(In thousands)
|
|
|
||||||
Unrealized gain on available-for-sale investments
|
|
$
|
38
|
|
|
$
|
1,997
|
|
|
Interest (expense) and other income (expense), net
|
Other-than-temporary impairment losses on available-for-sale securities
|
|
(524
|
)
|
|
—
|
|
|
Interest (expense) and other income (expense), net
|
||
Tax impact
|
|
184
|
|
|
(722
|
)
|
|
Provision for (benefit from) income taxes
|
||
Unrealized gain (loss) on available-for-sale investments, net of tax
|
|
(302
|
)
|
|
1,275
|
|
|
|
||
Unrealized holding loss on cash flow hedging activities:
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
(1,325
|
)
|
|
(11,605
|
)
|
|
Cost of revenue
|
||
Foreign exchange contracts
|
|
(123
|
)
|
|
—
|
|
|
Research and development
|
||
Unrealized holding loss on cash flow hedging activities
|
|
(1,448
|
)
|
|
(11,605
|
)
|
|
|
||
Total reclassifications for the period, net of tax
|
|
$
|
(1,750
|
)
|
|
$
|
(10,330
|
)
|
|
|
Note
6
.
|
Goodwill and Intangible Assets
|
|
Carrying
Amount
|
||
|
(In thousands)
|
||
Balance, beginning of year and end of period
|
$
|
831,328
|
|
|
April 3, 2016
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
(In thousands)
|
||||||||||
Developed product technology
|
$
|
451,560
|
|
|
$
|
(231,790
|
)
|
|
$
|
219,770
|
|
Customer relationships
|
64,600
|
|
|
(64,600
|
)
|
|
—
|
|
|||
Trademarks and trade names
|
62,500
|
|
|
(23,551
|
)
|
|
38,949
|
|
|||
Acquisition-related intangible assets
|
578,660
|
|
|
(319,941
|
)
|
|
258,719
|
|
|||
Technology licenses and patents
|
110,000
|
|
|
(102,075
|
)
|
|
7,925
|
|
|||
Total intangible assets
|
$
|
688,660
|
|
|
$
|
(422,016
|
)
|
|
$
|
266,644
|
|
|
January 3, 2016
|
||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Impairment
|
|
Net Carrying Amount
|
||||||||
|
(In thousands)
|
||||||||||||||
Developed product technology
|
$
|
451,560
|
|
|
$
|
(203,514
|
)
|
|
$
|
—
|
|
|
$
|
248,046
|
|
Customer relationships
|
64,600
|
|
|
(61,434
|
)
|
|
—
|
|
|
3,166
|
|
||||
Trademarks and trade names
|
62,500
|
|
|
(20,319
|
)
|
|
—
|
|
|
42,181
|
|
||||
Acquisition-related intangible assets
|
578,660
|
|
|
(285,267
|
)
|
|
—
|
|
|
293,393
|
|
||||
Technology licenses and patents
|
102,000
|
|
|
(98,667
|
)
|
|
—
|
|
|
3,333
|
|
||||
Total intangible assets subject to amortization
|
680,660
|
|
|
(383,934
|
)
|
|
—
|
|
|
296,726
|
|
||||
Acquired in-process research and development
|
61,000
|
|
|
—
|
|
|
(61,000
|
)
|
|
—
|
|
||||
Total intangible assets
|
$
|
741,660
|
|
|
$
|
(383,934
|
)
|
|
$
|
(61,000
|
)
|
|
$
|
296,726
|
|
|
Acquisition-related Intangible Assets
|
|
Technology Licenses and Patents
|
||||
|
(In thousands)
|
||||||
Year:
|
|
|
|
||||
2016 (remaining 9 months)
|
$
|
91,557
|
|
|
$
|
857
|
|
2017
|
107,177
|
|
|
1,143
|
|
||
2018
|
53,160
|
|
|
1,143
|
|
||
2019
|
6,825
|
|
|
1,143
|
|
||
2020 and thereafter
|
—
|
|
|
3,639
|
|
||
Total intangible assets subject to amortization
|
$
|
258,719
|
|
|
$
|
7,925
|
|
Note
7
.
|
Financing Arrangements
|
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
1.5% Notes due 2017
|
$
|
996,715
|
|
|
$
|
996,715
|
|
Less: Unamortized bond discount
|
(68,649
|
)
|
|
(80,488
|
)
|
||
Less: Unamortized bond issuance costs
|
(2,580
|
)
|
|
(3,049
|
)
|
||
Net carrying amount of 1.5% Notes due 2017
|
925,486
|
|
|
913,178
|
|
||
|
|
|
|
||||
0.5% Notes due 2020
|
1,500,000
|
|
|
1,500,000
|
|
||
Less: Unamortized bond discount
|
(241,104
|
)
|
|
(252,940
|
)
|
||
Less: Unamortized bond issuance costs
|
(8,804
|
)
|
|
(9,284
|
)
|
||
Net carrying amount of 0.5% Notes due 2020
|
1,250,092
|
|
|
1,237,776
|
|
||
Total convertible debt
|
2,175,578
|
|
|
2,150,954
|
|
||
Less: Convertible short-term debt
|
(2,175,578
|
)
|
|
(913,178
|
)
|
||
Convertible long-term debt
|
$
|
—
|
|
|
$
|
1,237,776
|
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands)
|
||||||
Contractual interest coupon
|
$
|
3,738
|
|
|
$
|
3,738
|
|
Amortization of bond discount
|
11,644
|
|
|
10,873
|
|
||
Amortization of bond issuance costs
|
664
|
|
|
665
|
|
||
Total interest cost recognized
|
$
|
16,046
|
|
|
$
|
15,276
|
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands)
|
||||||
Contractual interest coupon
|
$
|
1,875
|
|
|
$
|
1,875
|
|
Amortization of bond discount
|
11,689
|
|
|
11,254
|
|
||
Amortization of bond issuance costs
|
627
|
|
|
627
|
|
||
Total interest cost recognized
|
$
|
14,191
|
|
|
$
|
13,756
|
|
Note
8
.
|
Stock Repurchases
|
Note
9
.
|
Share‑based Compensation
|
|
Three months ended
|
||
|
April 3,
2016 |
|
March 29,
2015 |
Dividend yield
|
—%
|
|
1.52%
|
Expected volatility
|
0.22
|
|
0.32
|
Risk-free interest rate
|
1.20%
|
|
1.18%
|
Expected term
|
4.1 years
|
|
4.2 years
|
Estimated annual forfeiture rate
|
8.20%
|
|
8.79%
|
Weighted-average fair value at grant date
|
$15.05
|
|
$19.56
|
|
Three months ended
|
||
|
April 3,
2016 |
|
March 29,
2015 |
Dividend yield
|
—%
|
|
1.52%
|
Expected volatility
|
0.24
|
|
0.36
|
Risk-free interest rate
|
0.42%
|
|
0.07%
|
Expected term
|
½ year
|
|
½ year
|
Weighted-average fair value at purchase date
|
$13.26
|
|
$20.20
|
|
Shares
|
|
Weighted-Average Exercise Price Per Share
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
|
(In thousands)
|
|
|
|
(Years)
|
|
(In thousands)
|
|||||
Options and SARs outstanding as of January 3, 2016
|
4,173
|
|
|
|
$60.57
|
|
|
4.2
|
|
$
|
72,093
|
|
Granted
|
13
|
|
|
|
$75.80
|
|
|
|
|
|
||
Exercised
|
(526
|
)
|
|
|
$38.65
|
|
|
|
|
$
|
18,169
|
|
Forfeited
|
(58
|
)
|
|
|
$74.19
|
|
|
|
|
|
||
Expired
|
(4
|
)
|
|
|
$82.61
|
|
|
|
|
|
||
Options and SARs outstanding as of April 3, 2016
|
3,598
|
|
|
|
$63.58
|
|
|
4.2
|
|
$
|
52,688
|
|
Options and SARs vested and expected to vest after April 3, 2016, net of forfeitures
|
3,467
|
|
|
|
$63.07
|
|
|
4.2
|
|
$
|
52,302
|
|
Options and SARs exercisable as of April 3, 2016
|
2,147
|
|
|
|
$56.87
|
|
|
3.5
|
|
$
|
44,283
|
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value Per Share
|
|
Aggregate Fair Market Value
(1)
|
|||||
|
(In thousands)
|
|
|
|
(In thousands)
|
|||||
Non-vested share units as of January 3, 2016
|
5,569
|
|
|
|
$72.47
|
|
|
|
||
Granted
|
2,718
|
|
|
|
$68.35
|
|
|
|
||
Vested
|
(1,495
|
)
|
|
|
$67.29
|
|
|
$
|
102,793
|
|
Forfeited
|
(164
|
)
|
|
|
$75.09
|
|
|
|
||
Non-vested share units as of April 3, 2016
|
6,628
|
|
|
|
$71.89
|
|
|
|
|
|
(1)
|
Aggregate Fair Market Value represents the aggregated market value of RSUs vested during the period as of their individual vest dates.
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands)
|
||||||
Share‑based compensation expense by caption:
|
|
|
|
||||
Cost of revenue
|
$
|
5,376
|
|
|
$
|
4,062
|
|
Research and development
|
21,960
|
|
|
21,043
|
|
||
Sales and marketing
|
9,355
|
|
|
9,535
|
|
||
General and administrative
|
7,008
|
|
|
6,770
|
|
||
Total share‑based compensation expense
|
43,699
|
|
|
41,410
|
|
||
Total tax benefit recognized
|
(11,903
|
)
|
|
(11,069
|
)
|
||
Decrease in net income
|
$
|
31,796
|
|
|
$
|
30,341
|
|
|
|
|
|
||||
Share‑based compensation expense by type of award:
|
|
|
|
||||
Stock options
|
$
|
5,809
|
|
|
$
|
8,028
|
|
RSUs
|
35,705
|
|
|
30,225
|
|
||
ESPP
|
2,185
|
|
|
3,157
|
|
||
Total share‑based compensation expense
|
43,699
|
|
|
41,410
|
|
||
Total tax benefit recognized
|
(11,903
|
)
|
|
(11,069
|
)
|
||
Decrease in net income
|
$
|
31,796
|
|
|
$
|
30,341
|
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands)
|
||||||
Options
|
$
|
8,065
|
|
|
$
|
10,787
|
|
RSUs
|
100,584
|
|
|
79,628
|
|
||
Total grant date fair value of options and RSUs vested during the period
|
$
|
108,649
|
|
|
$
|
90,415
|
|
Note
10
.
|
Restructuring and Other
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands)
|
||||||
Restructuring costs:
|
|
|
|
||||
2014 Restructuring Plan
|
$
|
(203
|
)
|
|
$
|
4,250
|
|
2015 Restructuring Plan
|
228
|
|
|
—
|
|
||
Total restructuring costs
|
25
|
|
|
4,250
|
|
||
|
|
|
|
||||
Other costs
|
22
|
|
|
36,291
|
|
||
Total restructuring and other
|
$
|
47
|
|
|
$
|
40,541
|
|
|
Other
Charges |
||
|
(In thousands)
|
||
Accrual balance at January 3, 2016
|
$
|
1,802
|
|
Adjustments
|
(203
|
)
|
|
Cash payments
|
(270
|
)
|
|
Accrual balance at April 3, 2016
|
$
|
1,329
|
|
|
Severance and Benefits
|
||
|
(In thousands)
|
||
Accrual balance at January 3, 2016
|
$
|
1,394
|
|
Adjustments
|
228
|
|
|
Cash payments
|
(1,327
|
)
|
|
Non-cash items
|
(67
|
)
|
|
Accrual balance at April 3, 2016
|
$
|
228
|
|
Note
11
.
|
Provision for (Benefit from) Income Taxes
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands, except percentages)
|
||||||
Provision for (benefit from) income taxes
|
$
|
43,408
|
|
|
$
|
(5,408
|
)
|
Tax rate
|
35.6
|
%
|
|
(16.1
|
)%
|
Note
12
.
|
Net Income per Share
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In thousands, except per share amounts)
|
||||||
Numerator for basic net income per share:
|
|
|
|
||||
Net income
|
$
|
78,353
|
|
|
$
|
39,025
|
|
Denominator for basic net income per share:
|
|
|
|
||||
Weighted-average common shares outstanding
|
201,928
|
|
|
211,428
|
|
||
Basic net income per share
|
$
|
0.39
|
|
|
$
|
0.18
|
|
|
|
|
|
||||
Numerator for diluted net income per share:
|
|
|
|
||||
Net income
|
$
|
78,353
|
|
|
$
|
39,025
|
|
Denominator for diluted net income per share:
|
|
|
|
||||
Weighted-average common shares outstanding
|
201,928
|
|
|
211,428
|
|
||
Incremental common shares attributable to exercise of outstanding employee stock options, SARs and ESPP (assuming proceeds would be used to purchase common stock), and RSUs
|
2,002
|
|
|
2,581
|
|
||
1.5% Notes due 2017
|
5,858
|
|
|
7,427
|
|
||
Warrants issued in conjunction with the 1.5% Notes due 2017
|
135
|
|
|
2,613
|
|
||
Shares used in computing diluted net income per share
|
209,923
|
|
|
224,049
|
|
||
Diluted net income per share
|
$
|
0.37
|
|
|
$
|
0.17
|
|
|
|
|
|
||||
Anti-dilutive shares excluded from net income per share calculation
|
34,702
|
|
|
34,262
|
|
Note
13
.
|
Commitments, Contingencies and Guarantees
|
Master Lease Agreements by Execution Date
|
|
Lease Type
|
|
Lease Amounts
|
|
Expiration
|
||||||
|
|
|
|
(Japanese yen, in billions)
|
|
(U.S. dollar, in thousands)
|
|
|
||||
Flash Partners:
|
|
|
|
|
|
|
|
|
||||
March 2014
|
|
Initial
|
|
¥
|
3.0
|
|
|
$
|
27,047
|
|
|
2019
|
December 2014
|
|
Initial
|
|
2.4
|
|
|
21,485
|
|
|
2019
|
||
February 2016
|
|
Initial
|
|
9.8
|
|
|
87,759
|
|
|
2021
|
||
|
|
|
|
15.2
|
|
|
136,291
|
|
|
|
||
Flash Alliance:
|
|
|
|
|
|
|
|
|
||||
March 2012
|
|
Initial
|
|
2.8
|
|
|
24,683
|
|
|
2017
|
||
July 2012
|
|
Refinanced
|
|
4.4
|
|
|
39,213
|
|
|
2017
|
||
March 2014
|
|
Initial
|
|
3.1
|
|
|
27,502
|
|
|
2019
|
||
May 2014
|
|
Initial
|
|
4.0
|
|
|
36,008
|
|
|
2019
|
||
August 2014
|
|
Initial
|
|
4.4
|
|
|
40,269
|
|
|
2019
|
||
December 2014
|
|
Initial
|
|
3.7
|
|
|
33,108
|
|
|
2019
|
||
March 2015
|
|
Initial
|
|
7.8
|
|
|
69,879
|
|
|
2020
|
||
June 2015
|
|
Initial
|
|
6.0
|
|
|
53,263
|
|
|
2020
|
||
August 2015
|
|
Initial
|
|
4.1
|
|
|
36,180
|
|
|
2020
|
||
September 2015
|
|
Initial
|
|
3.6
|
|
|
31,844
|
|
|
2020
|
||
December 2015
|
|
Initial
|
|
1.9
|
|
|
16,890
|
|
|
2020
|
||
|
|
|
|
45.8
|
|
|
408,839
|
|
|
|
||
Flash Forward:
|
|
|
|
|
|
|
|
|
||||
November 2011
|
|
Initial
|
|
4.4
|
|
|
39,172
|
|
|
2016
|
||
March 2012
|
|
Initial
|
|
2.5
|
|
|
22,649
|
|
|
2017
|
||
July 2012
|
|
Initial
|
|
1.1
|
|
|
9,382
|
|
|
2017
|
||
December 2014
|
|
Initial
|
|
3.8
|
|
|
33,637
|
|
|
2019
|
||
June 2015
|
|
Initial
|
|
4.2
|
|
|
37,845
|
|
|
2020
|
||
August 2015
|
|
Initial
|
|
6.8
|
|
|
60,207
|
|
|
2020
|
||
September 2015
|
|
Initial
|
|
2.2
|
|
|
19,937
|
|
|
2020
|
||
December 2015
|
|
Initial
|
|
9.5
|
|
|
84,320
|
|
|
2020
|
||
February 2016
|
|
Initial
|
|
9.8
|
|
|
87,600
|
|
|
2021
|
||
March 2016
|
|
Initial
|
|
5.0
|
|
|
44,602
|
|
|
2021
|
||
|
|
|
|
49.3
|
|
|
439,351
|
|
|
|
||
Total guarantee obligations
|
|
|
|
¥
|
110.3
|
|
|
$
|
984,481
|
|
|
|
Annual Installments
|
|
Payment of Principal Amortization
|
|
Purchase Option Exercise Price at Final Lease Terms
|
|
Guarantee Amount
|
||||||
|
|
(In thousands)
|
||||||||||
Year 1
|
|
$
|
249,406
|
|
|
$
|
51,407
|
|
|
$
|
300,813
|
|
Year 2
|
|
188,937
|
|
|
22,043
|
|
|
210,980
|
|
|||
Year 3
|
|
156,281
|
|
|
34,865
|
|
|
191,146
|
|
|||
Year 4
|
|
104,591
|
|
|
53,090
|
|
|
157,681
|
|
|||
Year 5
|
|
41,387
|
|
|
82,474
|
|
|
123,861
|
|
|||
Total guarantee obligations
|
|
$
|
740,602
|
|
|
$
|
243,879
|
|
|
$
|
984,481
|
|
|
|
Total
|
|
1 Year (Remaining 9 months in 2016)
|
|
2 - 3 Years (2017 and 2018)
|
|
4 - 5 Years (2019 and 2020)
|
|
More than 5 Years (Beyond 2020)
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Facility and other operating leases
|
|
$
|
51,192
|
|
(5)
|
$
|
10,088
|
|
|
$
|
20,651
|
|
|
$
|
13,901
|
|
|
$
|
6,552
|
|
Flash Ventures and other related commitments
(1)
|
|
5,079,659
|
|
(5)(6)
|
1,575,378
|
|
|
1,983,656
|
|
|
1,083,671
|
|
|
436,954
|
|
|||||
Convertible senior notes
(2)
|
|
2,556,641
|
|
|
14,975
|
|
|
1,026,666
|
|
|
1,515,000
|
|
|
—
|
|
|||||
Warrant liability
(3)
|
|
417,934
|
|
|
—
|
|
|
417,934
|
|
|
—
|
|
|
—
|
|
|||||
Noncancelable production purchase commitments
(4)
|
|
318,278
|
|
(5)
|
318,278
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital equipment purchase commitments
|
|
60,113
|
|
|
59,973
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|||||
Operating expense commitments
|
|
53,108
|
|
|
50,514
|
|
|
2,594
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$
|
8,536,925
|
|
|
$
|
2,029,206
|
|
|
$
|
3,451,641
|
|
|
$
|
2,612,572
|
|
|
$
|
443,506
|
|
|
|
(1)
|
Includes reimbursement for depreciation and lease payments on owned and committed equipment, funding commitments for loans and equity investments and reimbursement for other committed expenses, including research and development. Funding commitments assume no additional operating lease guarantees; additional operating lease guarantees can reduce funding commitments.
|
(2)
|
Includes principal and interest on both the
1.5% Notes due 2017
and the
0.5% Notes due 2020
based upon the original maturities and does not give effect to the potential conversion by the holders. If the merger with Western Digital closes, the Company expects the holders of these notes to exercise their rights to convert. See Note
7
, “
Financing Arrangements
.”
|
(3)
|
Represents the liability for the terminated warrants associated with the
1.5% Notes due 2017
. The liability is due by August 2017, but will be accelerated if the Western Digital merger is completed and payable shortly thereafter. See Note
7
, “
Financing Arrangements
.”
|
(4)
|
Includes production purchase commitments to Flash Ventures and other suppliers.
|
(5)
|
Includes amounts denominated in a currency other than the U.S. dollar, which are subject to fluctuation in exchange rates prior to payment and have been translated using the exchange rate at
April 3, 2016
.
|
(6)
|
Excludes amounts related to the master lease agreements’ purchase option exercise price at final lease term.
|
|
|
April 3,
2016 |
||
|
|
(In thousands)
|
||
Guarantee of Flash Ventures equipment leases
(1)
|
|
$
|
984,481
|
|
|
|
(1)
|
The Company’s guarantee obligation, net of cumulative lease payments, was
110.3 billion
Japanese yen, or approximately
$984 million
based upon the exchange rate at
April 3, 2016
.
|
|
|
Future minimum lease payments
|
||
|
|
(In thousands)
|
||
Year:
|
|
|
|
|
2016 (Remaining 9 months)
|
|
$
|
10,218
|
|
2017
|
|
11,747
|
|
|
2018
|
|
9,232
|
|
|
2019
|
|
7,013
|
|
|
2020
|
|
6,888
|
|
|
2021 and thereafter
|
|
6,552
|
|
|
Operating leases, gross
|
|
51,650
|
|
|
Sublease income to be received in the future under noncancelable subleases
|
|
(458
|
)
|
|
Operating leases, net
|
|
$
|
51,192
|
|
Note
14
.
|
Related Parties and Strategic Investments
|
|
April 3,
2016 |
|
January 3,
2016 |
||||
|
(In millions)
|
||||||
Notes receivable
|
$
|
346
|
|
|
$
|
505
|
|
Equity investments
|
554
|
|
|
505
|
|
||
Operating lease guarantees
|
984
|
|
|
766
|
|
||
Prepayments
|
37
|
|
|
40
|
|
||
Maximum estimable loss exposure
|
$
|
1,921
|
|
|
$
|
1,816
|
|
Note
15
.
|
Litigation
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
For 2016 we estimate that the industry supply bit growth will be in the low thirties percent range, and our supply bit growth will be somewhat lower than the industry average, likely close to 30%.
|
•
|
We estimate that 3D NAND will represent 15% to 20% of the industry’s total NAND wafer capacity exiting 2016. We estimate our 3D NAND wafer capacity to be approximately 15% of our total wafer capacity exiting 2016.
|
•
|
Our reduction in cost per gigabyte in 2016 is expected to be less than the 27% cost per gigabyte reduction we achieved in 2015 due to:
|
•
|
the volume of wafers transitioning to new technology nodes will be less in 2016 than in 2015, and we do not expect our 3D technology to generate cost reduction in 2016 compared to our highly cost efficient 15-nanometer 2D technology;
|
•
|
we expect to incur start-up costs in New Fab 2 throughout 2016 as we ramp 3D NAND production; and
|
•
|
our cost reduction in 2015 benefited from a weakening Japanese yen to U.S. dollar exchange rate, while the Japanese yen has strengthened considerably against the U.S. dollar so far in 2016.
|
|
Three months ended
|
||||||||||||
|
April 3,
2016 |
|
% of Revenue
|
|
March 29,
2015 |
|
% of Revenue
|
||||||
|
(In millions, except percentages)
|
||||||||||||
Revenue
|
$
|
1,365.7
|
|
|
100
|
%
|
|
$
|
1,332.2
|
|
|
100
|
%
|
Cost of revenue
|
794.1
|
|
|
58
|
%
|
|
762.4
|
|
|
57
|
%
|
||
Amortization of acquisition-related intangible assets
|
28.3
|
|
|
2
|
%
|
|
24.8
|
|
|
2
|
%
|
||
Total cost of revenue
|
822.4
|
|
|
60
|
%
|
|
787.2
|
|
|
59
|
%
|
||
Gross profit
|
543.3
|
|
|
40
|
%
|
|
545.0
|
|
|
41
|
%
|
||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||
Research and development
|
244.2
|
|
|
18
|
%
|
|
222.7
|
|
|
17
|
%
|
||
Sales and marketing
|
96.0
|
|
|
7
|
%
|
|
101.8
|
|
|
8
|
%
|
||
General and administrative
|
40.6
|
|
|
3
|
%
|
|
48.0
|
|
|
3
|
%
|
||
Amortization of acquisition-related intangible assets
|
6.4
|
|
|
0
|
%
|
|
13.7
|
|
|
1
|
%
|
||
Impairment of acquisition-related intangible assets
|
—
|
|
|
—
|
%
|
|
61.0
|
|
|
5
|
%
|
||
Restructuring and other
|
0.0
|
|
|
0
|
%
|
|
40.6
|
|
|
3
|
%
|
||
Western Digital acquisition-related expenses
|
19.0
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
||
Total operating expenses
|
406.2
|
|
|
30
|
%
|
|
487.8
|
|
|
37
|
%
|
||
Operating income
|
137.1
|
|
|
10
|
%
|
|
57.2
|
|
|
4
|
%
|
||
Other income (expense), net
|
(15.3
|
)
|
|
0
|
%
|
|
(23.6
|
)
|
|
(1
|
%)
|
||
Income before income taxes
|
121.8
|
|
|
9
|
%
|
|
33.6
|
|
|
3
|
%
|
||
Provision for (benefit from) income taxes
|
43.4
|
|
|
3
|
%
|
|
(5.4
|
)
|
|
0
|
%
|
||
Net income
|
$
|
78.4
|
|
|
6
|
%
|
|
$
|
39.0
|
|
|
3
|
%
|
|
Three months ended
|
|||||||||||||||
|
April 3,
2016 |
|
% of Total
|
|
March 29,
2015 |
|
% of Total
|
|
% Change
|
|||||||
|
(In millions, except percentages)
|
|||||||||||||||
Commercial
(2)
|
$
|
876.7
|
|
|
64
|
%
|
|
$
|
867.2
|
|
|
65
|
%
|
|
1
|
%
|
Retail
|
489.1
|
|
|
36
|
%
|
|
465.0
|
|
|
35
|
%
|
|
5
|
%
|
||
Total revenue
|
$
|
1,365.8
|
|
|
100
|
%
|
|
$
|
1,332.2
|
|
|
100
|
%
|
|
3
|
%
|
|
|
(1)
|
Revenue by channel is calculated based on analysis of the information we collect in our sales reporting processes.
|
(2)
|
Commercial includes revenue from OEMs, system integrators, value-added resellers, direct sales, and license and royalties.
|
•
|
the
increase
in our Commercial revenue was primarily related to higher sales of wafers and components, removable products, enterprise SSD solutions, and license and royalty revenue, partially offset by lower sales of embedded products and client SSD solutions due to a client SSD program that ended for us at a large customer in the first quarter of 2015; and
|
•
|
the
increase
in our Retail revenue was primarily related to higher sales of client SSD solutions and USB drives, partially offset by lower sales of cards.
|
|
Three months ended
|
||||
|
April 3,
2016 |
|
March 29,
2015 |
||
|
(Percent of revenue)
|
||||
Removable
(2)
|
39
|
%
|
|
38
|
%
|
Embedded
(3)
|
16
|
%
|
|
25
|
%
|
Enterprise Solutions
(4)
|
16
|
%
|
|
14
|
%
|
Client SSD Solutions
(5)
|
13
|
%
|
|
13
|
%
|
Other
(6)
|
16
|
%
|
|
10
|
%
|
Total revenue
|
100
|
%
|
|
100
|
%
|
|
|
(1)
|
Revenue by category is calculated based on analysis of the information we collect in our sales reporting processes. Percentages may not add to 100% due to rounding.
|
(2)
|
Removable includes products such as cards, USB flash drives and audio/video players.
|
(3)
|
Embedded includes products that attach to a host system board.
|
(4)
|
Enterprise Solutions includes SSDs, system solutions and software used in data center applications.
|
(5)
|
Client SSD Solutions includes SSDs used in client devices and associated software.
|
(6)
|
Other includes wafers, components, accessories, and license and royalties.
|
•
|
Removable revenue
increased
6%
, due primarily to higher sales of USB drives and cards;
|
•
|
Embedded revenue
decreased
33%
, due primarily to lower sales of custom embedded products, iNAND
®
and Multi-chip Package, or MCP, products;
|
•
|
Enterprise Solutions revenue
increased
15%
, due primarily to higher sales of our PCIe and SATA SSD solutions, partially offset by lower sales of our SAS SSD solutions;
|
•
|
Client SSD Solutions revenue
increased
6%
, due primarily to higher sales of our SATA SSD solutions, partially offset by a significant reduction in sales due to a client SSD program that ended for us at a large customer in the first quarter of 2015; and
|
•
|
Other revenue
increased
54%
, driven primarily by higher sales of wafers and components.
|
|
Three months ended
|
|||||||||||||||
|
April 3,
2016 |
|
% of Total
|
|
March 29,
2015 |
|
% of Total
|
|
% Change
|
|||||||
|
(In millions, except percentages)
|
|||||||||||||||
United States
|
$
|
313.4
|
|
|
23
|
%
|
|
$
|
270.8
|
|
|
20
|
%
|
|
16
|
%
|
Asia-Pacific
|
800.1
|
|
|
59
|
%
|
|
801.1
|
|
|
60
|
%
|
|
0
|
%
|
||
Europe, Middle East and Africa
|
202.6
|
|
|
15
|
%
|
|
187.3
|
|
|
14
|
%
|
|
8
|
%
|
||
Other foreign countries
|
49.6
|
|
|
4
|
%
|
|
73.0
|
|
|
5
|
%
|
|
(32
|
%)
|
||
Total revenue
|
$
|
1,365.7
|
|
|
100
|
%
|
|
$
|
1,332.2
|
|
|
100
|
%
|
|
3
|
%
|
|
|
(1)
|
Percentages may not add to 100% due to rounding.
|
•
|
revenue in the U.S.
increased
due primarily to higher sales of client SSD solutions and enterprise solutions;
|
•
|
revenue in Asia-Pacific
decreased
due primarily to lower sales of embedded solutions and client SSD solutions, partially offset by higher sales of wafers and components, removable products and enterprise solutions;
|
•
|
revenue in Europe, Middle East and Africa
increased
due primarily to higher sales of client SSD solutions and enterprise solutions, partially offset by lower sales of removable products; and
|
•
|
revenue in other foreign countries
decreased
due primarily to lower sales of removable products, enterprise solutions and embedded products.
|
|
Three months ended
|
|||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
% Change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Gross profit
|
$
|
543.3
|
|
|
$
|
545.0
|
|
|
0
|
%
|
Gross margin
|
40
|
%
|
|
41
|
%
|
|
|
|
|
Three months ended
|
|||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
% Change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Research and development
|
$
|
244.2
|
|
|
$
|
222.7
|
|
|
10
|
%
|
% of revenue
|
18
|
%
|
|
17
|
%
|
|
|
|
|
Three months ended
|
|||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
% Change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Sales and marketing
|
$
|
96.0
|
|
|
$
|
101.8
|
|
|
(6
|
%)
|
% of revenue
|
7
|
%
|
|
8
|
%
|
|
|
|
|
Three months ended
|
|||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
% Change
|
|||||
|
(In millions, except percentages)
|
|||||||||
General and administrative
|
$
|
40.6
|
|
|
$
|
48.0
|
|
|
(15
|
%)
|
% of revenue
|
3
|
%
|
|
3
|
%
|
|
|
|
|
Three months ended
|
|||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
% Change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Amortization of acquisition-related intangible assets
|
$
|
6.4
|
|
|
$
|
13.7
|
|
|
(53
|
%)
|
% of revenue
|
0
|
%
|
|
1
|
%
|
|
|
|
Three months ended
|
||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
% Change
|
||||
|
(In millions, except percentages)
|
||||||||
Impairment of acquisition-related intangible assets
|
$
|
—
|
|
|
$
|
61.0
|
|
|
**
|
% of revenue
|
—
|
%
|
|
5
|
%
|
|
|
|
|
**
|
Amount not meaningful
|
|
Three months ended
|
||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
% Change
|
||||
|
(In millions, except percentages)
|
||||||||
Restructuring and other
|
$
|
0.0
|
|
|
$
|
40.6
|
|
|
**
|
% of revenue
|
0
|
%
|
|
3
|
%
|
|
|
|
|
**
|
Amount not meaningful
|
|
Three months ended
|
||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
% Change
|
||||
|
(In millions, except percentages)
|
||||||||
Western Digital acquisition-related expenses
|
$
|
19.0
|
|
|
$
|
—
|
|
|
**
|
% of revenue
|
1
|
%
|
|
—
|
%
|
|
|
|
|
**
|
Amount not meaningful
|
|
Three months ended
|
||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
% Change
|
||||
|
(In millions, except percentages)
|
||||||||
Interest income
|
$
|
8.8
|
|
|
$
|
11.0
|
|
|
(20%)
|
Interest expense
|
(30.2
|
)
|
|
(29.0
|
)
|
|
4%
|
||
Other income (expense), net
|
6.1
|
|
|
(5.6
|
)
|
|
**
|
||
Total other income (expense), net
|
$
|
(15.3
|
)
|
|
$
|
(23.6
|
)
|
|
(35%)
|
|
|
**
|
Amount not meaningful
|
|
Three months ended
|
||||||||
|
April 3,
2016 |
|
March 29,
2015 |
|
% Change
|
||||
|
(In millions, except percentages)
|
||||||||
Provision for (benefit from) income taxes
|
$
|
43.4
|
|
|
$
|
(5.4
|
)
|
|
**
|
Tax rate
|
35.6
|
%
|
|
(16.1
|
)%
|
|
|
|
|
**
|
Amount not meaningful
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In millions, except per share amounts)
|
||||||
Net income
|
$
|
78.4
|
|
|
$
|
39.0
|
|
Share-based compensation
|
43.7
|
|
|
41.4
|
|
||
Amortization of acquisition-related intangible assets
|
34.7
|
|
|
38.5
|
|
||
Impairment of acquisition-related intangible assets
|
—
|
|
|
61.0
|
|
||
Western Digital acquisition-related
|
19.0
|
|
|
—
|
|
||
Convertible debt interest
|
23.3
|
|
|
22.1
|
|
||
Income tax adjustments
|
(31.8
|
)
|
|
(68.3
|
)
|
||
Non-GAAP net income
|
$
|
167.3
|
|
|
$
|
133.7
|
|
|
|
|
|
||||
Diluted net income per share
|
$
|
0.37
|
|
|
$
|
0.17
|
|
Share-based compensation
|
0.22
|
|
|
0.19
|
|
||
Amortization of acquisition-related intangible assets
|
0.18
|
|
|
0.18
|
|
||
Impairment of acquisition-related intangible assets
|
—
|
|
|
0.29
|
|
||
Western Digital acquisition-related
|
0.09
|
|
|
—
|
|
||
Convertible debt interest
|
0.12
|
|
|
0.11
|
|
||
Income tax adjustments
|
(0.16
|
)
|
|
(0.32
|
)
|
||
Non-GAAP diluted net income per share
|
$
|
0.82
|
|
|
$
|
0.62
|
|
|
Three months ended
|
||||
|
April 3,
2016 |
|
March 29,
2015 |
||
|
(In millions)
|
||||
GAAP diluted shares
|
209.9
|
|
|
224.0
|
|
Adjustment for share-based compensation
|
(0.1
|
)
|
|
0.2
|
|
Offsetting shares from call option
|
(5.9
|
)
|
|
(7.4
|
)
|
Non-GAAP diluted shares
|
204.0
|
|
|
216.8
|
|
•
|
Share-based Compensation Expense
.
These expenses consist primarily of expenses for
share-based
compensation, such as stock options, restricted stock units and our employee stock purchase plan. Although
share-based
compensation is an important aspect of the compensation of our employees, we exclude
share-based
compensation expenses from our non-GAAP measures primarily because they are non-cash expenses. Further,
share-based
compensation expenses are based on valuations with many underlying assumptions not in our control that vary over time and may include modifications that may not occur on a predictable cycle, neither of which is necessarily indicative of our ongoing business performance. In addition, the
share-based
compensation expenses recorded are often unrelated to the actual compensation an employee realizes. We believe that it is useful to exclude
share-based
compensation expense for investors to better understand the long-term performance of our core operations and to facilitate comparison of our results to our prior periods and to our peer companies.
|
•
|
Amortization and Impairment of Acquisition-related Intangible Assets
. We incur amortization and, occasionally, impair intangible assets in connection with acquisitions. Since we do not acquire businesses on a predictable cycle, we exclude these items in order to provide investors and others with a consistent basis for comparison across accounting periods.
|
•
|
Western Digital Acquisition-related
.
Due to the pending acquisition of SanDisk by Western Digital, we have incurred expenses for transaction, legal, employee-related and other costs. In addition, we have incurred gains and losses related to the shortened duration and expected liquidation prior to their effective maturity date of marketable securities and gains and losses related to terminations and modifications of warrants. We exclude these Western Digital acquisition-related items to provide a consistent basis for comparison across accounting periods as these items are not representative of our ongoing operational activity.
|
•
|
Convertible Debt Interest
. We incur non-cash economic interest expense relating to the implied value of the equity conversion component of our convertible debt. The value of the equity conversion component is treated as a debt discount and amortized to interest expense over the life of the notes using the effective interest rate method. We also incur interest expense equal to the change in fair value of the liability component of the convertible debt when we repurchase or a note holder converts a portion of the convertible debt. We exclude these non-cash interest expenses that do not represent cash interest payments made to our note holders.
|
•
|
Income Tax Adjustments
. This amount is used to present each of the amounts described above on an after-tax basis, considering jurisdictional tax rates, consistent with the presentation of non-GAAP net income.
|
•
|
Diluted Share Adjustments.
As
share-based
compensation is excluded from our presentation of non-GAAP net income, the impact of
share-based
compensation on diluted share calculations is also excluded from non-GAAP diluted shares.
Concurrent with the issuance of our convertible debt, we entered into convertible bond hedge transactions in which counterparties agreed to sell us a number of shares of our common stock which will be equal to the number of shares issuable upon conversion of the convertible debt. As a result, our convertible bond hedges, if exercised, will deliver shares to offset the issuance of dilutive shares from our convertible debt. Because the bond hedges will ultimately offset the shares issued at maturity of our convertible debt, we include the impact of the bond hedges in our non-GAAP dilutive shares in any period where the associated convertible debt is dilutive. The impact of the convertible bond hedges is excluded from GAAP dilutive shares.
|
|
Three months ended
|
||||||
|
April 3,
2016 |
|
March 29,
2015 |
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
355.1
|
|
|
$
|
308.9
|
|
Net cash provided by investing activities
|
1,416.4
|
|
|
341.7
|
|
||
Net cash provided by (used in) financing activities
|
12.0
|
|
|
(808.8
|
)
|
||
Effect of changes in foreign currency exchange rates on cash
|
9.3
|
|
|
(0.9
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
1,792.8
|
|
|
$
|
(159.1
|
)
|
•
|
cash flow from accounts receivable was a
source of
cash, but lower compared to the first quarter of 2015 due primarily to lower fourth quarter of 2015 revenues compared to the fourth quarter of 2014 revenues;
|
•
|
cash flow from inventory was a
use of
cash, and higher than the first quarter of 2015, due primarily to increased
production capacity and higher costs associated with 3D NAND technology production;
|
•
|
cash flow from other assets was a
use of
cash, but lower compared to the first quarter of 2015 due primarily to a reduction in tax payments;
|
•
|
cash flow from accounts payable trade and related parties was a source of cash compared to a
use of
cash in the first quarter of 2015 due primarily to the timing of invoices from, and payments to, trade and related-party vendors; and
|
•
|
cash flow from other liabilities was a
source of
cash due primarily to the timing of accruals and payments related to Western Digital acquisition-related expenses and restructuring activities. Cash flow from other liabilities was a use of cash in the first quarter of 2015 due primarily to incentive compensation paid in the first quarter of 2015.
|
Item 3
.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Notional Amount
|
|
Unrealized Gain (Loss)
|
|
Change in Fair Value Due to 10% Adverse Rate Movement
|
||||||
|
(In millions)
|
||||||||||
Non-designated derivative instruments to hedge monetary assets and liabilities:
|
|
|
|
|
|
||||||
Forward contracts sold
|
$
|
(122.0
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
13.6
|
|
Forward contracts purchased
|
342.7
|
|
|
6.8
|
|
|
(24.9
|
)
|
|||
Total
|
$
|
220.7
|
|
|
$
|
6.4
|
|
|
$
|
(11.3
|
)
|
|
Notional Amount
|
|
Unrealized Gain
|
|
Change in Fair Value Due to 10% Adverse Rate Movement
|
||||||
|
(In millions)
|
||||||||||
Designated foreign exchange forward contracts
|
$
|
824.4
|
|
|
$
|
28.8
|
|
|
$
|
(49.4
|
)
|
Item 4
.
|
Controls and Procedures
|
Item 1
.
|
Legal Proceedings
|
•
|
the announcement and pendency of our agreement to be acquired by Western Digital may have an adverse effect on our business, operating results and our stock price and could increase the likelihood or negative impact of any of the other risks to our business or operations;
|
•
|
the failure of our pending acquisition by Western Digital to be completed on a timely basis, or at all, or any materially burdensome conditions that may be imposed, may adversely affect our business, operating results and our stock price;
|
•
|
competitive pricing pressures or product mix changes, resulting in lower average selling prices, lower revenue and reduced margins;
|
•
|
excess or mismatched captive memory output, capacity or inventory, resulting in lower average selling prices, financial charges and impairments, lower gross margin or other consequences, or insufficient or mismatched captive memory output, capacity or inventory, resulting in lost revenue and growth opportunities;
|
•
|
inability to successfully transition to 3D NAND technology or reduce product costs to keep pace with reductions in average selling prices, resulting in lower or negative product gross margin;
|
•
|
potential delays in product development or lack of customer acceptance and qualification of our solutions, including on new technologies, such as
15-nanometer
(which we also refer to as
1Z-nanometer
) process technologies, X3 NAND memory architecture and 3D NAND technology, particularly our enterprise solutions, client SSDs and embedded flash storage solutions;
|
•
|
weakness in demand for one or more of our product categories, such as SSDs, including enterprise solutions and client SSDs, or embedded products, or adverse changes in our product or customer mix;
|
•
|
inability to develop, or unexpected difficulties or delays in developing or ramping with acceptable yields, new technologies such as 3D NAND technology, 3D ReRAM or other advanced technologies, or the failure of these new technologies to effectively compete with those of our competitors;
|
•
|
fluctuations in customer concentration, the loss of, or reduction in orders from, one or more of our major customers and the financial and market position of those customers;
|
•
|
inability to penetrate new or growing markets for flash memory, including the client SSD and enterprise storage markets, failure of existing or new markets for flash memory to grow or develop, or failure to maintain or improve our position in any of these markets;
|
•
|
timing, volume and cost of wafer production from Flash Ventures as impacted by fab start-up delays and costs, technology transitions, lower than expected yields or production interruptions;
|
•
|
fluctuations or declines in our license and royalty revenue due to license agreement renewals on less favorable terms, non-renewals, declines in sales of the products or use of technology underlying the license and royalty revenue by our licensees, or failure by our licensees to perform on contractual obligations;
|
•
|
excess inventory or lost sales resulting from unpredictable or changing demand for our products;
|
•
|
failure to manage the risks associated with our ventures and strategic partnerships, including with Toshiba;
|
•
|
failure of the rate of growth of our captive flash memory supply to keep pace with that of our competitors for an extended period of time, resulting in lost sales opportunities and reduced market share;
|
•
|
insufficient supply of materials other than flash memory, such as DRAM, or capacity from our suppliers and contract manufacturers to meet demand or increases in the cost of these materials or capacity;
|
•
|
increased costs and lower gross margin due to potentially higher warranty claims from our more complex solutions;
|
•
|
inability to realize the potential financial or strategic benefits of business acquisitions or strategic investments;
|
•
|
disruptions to our supply chain or operations, for example, whether due to natural disasters, emergencies such as power outages, fires or chemical spills, or employee strikes or other job actions, or geopolitical unrest;
|
•
|
inability to enhance current products, develop new products or transition products to new technologies on a timely basis or in advance of our competitors;
|
•
|
inability to timely or cost effectively develop or source controllers, firmware or software that meet the requirements of our solutions;
|
•
|
increased memory component and other costs as a result of currency exchange rate fluctuations for the U.S. dollar, particularly with respect to the Japanese yen;
|
•
|
inability to obtain
non-captive
memory supply of the right product mix and quality in the time frame necessary to meet demand, or inability to realize an adequate margin on
non-captive
purchases;
|
•
|
insufficient or excess assembly and test or retail packaging and shipping capacity from our facilities in China and Malaysia or our contract manufacturers, or labor unrest, employee strikes or other disruptions at any of these facilities;
|
•
|
errors or defects in our products caused by, among other things, errors or defects in the memory or controller components, including memory and
non-memory
components we procure from
third-party
suppliers, our firmware and software; and
|
•
|
the other factors described in this “Risk Factors” section and elsewhere in this report.
|
•
|
delay, defer or cease purchasing goods or services from us or providing goods or services to us;
|
•
|
delay or defer other decisions concerning us, or refuse to extend credit to us;
|
•
|
cease further joint development activities; or
|
•
|
otherwise seek to change the terms on which they do business with us.
|
•
|
the pendency and outcome of any legal proceedings that may be instituted against us, our directors and others relating to the transactions contemplated by the Western Digital merger agreement;
|
•
|
the restrictions imposed on our business and operations pursuant to certain covenants set forth in the Western Digital merger agreement, which may prevent us from pursuing certain strategic opportunities without Western Digital’s approval;
|
•
|
during the period that the merger agreement is in effect, except as permitted by certain limited exceptions in the merger agreement or required by their fiduciary duties and subject to the other requirements of the merger agreement, our Board of Directors may not withdraw or adversely modify its recommendation of approval by the SanDisk stockholders of the proposed merger, which has the effect of delaying other strategic transactions and may, in some cases, make it impossible to pursue other strategic transactions that are available only for a limited time;
|
•
|
that we may forego opportunities we might otherwise pursue absent the pending merger with Western Digital;
|
•
|
potential adverse effects on our ability to retain and motivate current employees, and attract and recruit prospective employees who may be uncertain about their future roles and relationships with us following the completion of the merger; and
|
•
|
the diversion of our employees’ and management’s attention due to activities related to the proposed merger, which could otherwise have been devoted to other opportunities that may have been beneficial to us.
|
•
|
we could be required to pay a termination fee of approximately
$553 million
to Western Digital under certain circumstances as described in the Western Digital merger agreement;
|
•
|
we will be required to pay warrant transaction counterparty banks approximately
$418 million
as termination payments;
|
•
|
the warrant transactions with certain counterparty banks would be adjusted to lower strike prices to reflect the economic effect of the pending merger announcement on the warrant transactions;
|
•
|
we would have incurred significant costs in connection with the acquisition that we would be unable to recover, including transaction, legal, employee-related and other costs;
|
•
|
we may be subject to legal proceedings related to the acquisition;
|
•
|
the failure of the acquisition to be consummated may result in negative publicity and a negative impression of us in the investment community;
|
•
|
disruptions to our business resulting from the announcement and pendency of the acquisition, including any adverse changes in our relationships with our customers, strategic partners, suppliers, licensees, other business partners and employees, may continue or intensify in the event the merger is not consummated;
|
•
|
we may not be able to take advantage of alternative business opportunities or effectively respond to competitive pressures; and
|
•
|
we may experience an increase in employee departures.
|
•
|
we may be unable to successfully develop or qualify solutions, on a timely basis or at all, that meet our customers’ requirements or are well matched to market demand, and even if we do, we cannot guarantee that customers will adopt our solutions;
|
•
|
designing and qualifying products in the market for SSDs or related solutions requires significant investments and customization, which results in long development cycles and increased costs;
|
•
|
the complexity and longer development cycles required for SSDs and related solutions increase the risk of development delays that can result in missing customer qualification cycles and other market opportunities;
|
•
|
due to longer customer product cycles and end-of-life product support requirements in SSDs and related solutions, we may be unable to transition customers to our leading-edge products in a timely manner, or at all, which would prevent us from achieving the full cost advantage of new technology transitions, we may be unable to adequately supply products that utilize older memory technology nodes, or, in supplying the older memory technology nodes to customers for these solutions, we may not have sufficient supply of the newer memory technology nodes to meet the demand requirements of other customers;
|
•
|
some customers have been developing and may continue to develop their own solutions, which could reduce demand for our system-level solutions, including SSDs, while potentially increasing demand for our component level products, which could harm our revenue and gross margins;
|
•
|
we may transition fab capacity to new technology nodes too quickly, which could result in inadequate supply of older memory technology nodes required for certain solutions, limiting or reducing our revenue or market share;
|
•
|
products that contain our leading-edge technologies, whether based on 2D NAND or our 3D NAND or 3D ReRAM technologies, may be unable to meet the performance requirements of SSD or other system-level solutions or to compete effectively with products from our competitors, which would inhibit our ability to succeed in these markets and could impair our growth and profitability prospects;
|
•
|
we may be unable to realize the expected benefits of our acquisitions or investments related to enterprise solutions;
|
•
|
SSDs and other system-level solutions require sophisticated firmware and software, and we must continue to develop firmware and software expertise;
|
•
|
SSDs and other system-level solutions require complex controllers, and we or our
third-party
vendors, some of which are single-source suppliers, may be unable to develop the required controllers, or we may otherwise be unable to source the required controllers, that meet the requirements for these solutions in a timely or cost effective manner, or at all;
|
•
|
SSDs and other system-level solutions incorporate unique parts, and if there is lower than expected demand, we may be unable to incorporate these unique parts in other products;
|
•
|
SSDs and other system-level solutions require longer production cycle times due to, among other things, more complex assembly and testing to produce a finished product, as well as customer requirements for consigned inventory and increased use of hubs for order fulfillment, which could lead to higher levels and cost of inventory; and
|
•
|
SSDs and other system-level solutions require different go-to-market strategies compared to our historical consumer and mobile products, which could increase our operating expenses, and we may be unable to build an effective sales and marketing operation to sell these solutions.
|
•
|
under the terms of our venture agreements with Toshiba, which govern the operations of Flash Ventures, we have limited power to unilaterally direct most of the activities that most significantly impact Flash Ventures’ performance, including technology transitions, capital investment and other manufacturing and operational activities at Flash Ventures;
|
•
|
the process of reaching agreement with Toshiba may be time consuming and may result in delays or decisions that could harm our future results of operations, financial condition or competitiveness; leadership or organizational changes at Toshiba could lead to delays in decision-making or changes in strategic direction that could adversely impact Flash Ventures; and the announcement and pendency of our agreement to be acquired by Western Digital could adversely impact our relationship and agreements with Toshiba;
|
•
|
the terms of our arrangements with Toshiba include provisions such as exclusivity, transfer restrictions and limited termination rights, which limit our flexibility;
|
•
|
we may not always agree with Toshiba on the NAND research and development roadmap, the technology path beyond NAND flash memory, or expansions or conversions of fab capacity; we or Toshiba may have different priorities with respect to investment in Flash Ventures or future technologies, and divergent technology paths and investment priorities may adversely impact our results of operations, financial condition or competitiveness;
|
•
|
Flash Ventures require significant investments by both Toshiba and us for technology transitions and capacity expansions; if Toshiba or we do not provide sufficient resources, these investments could be delayed or reduced, which could adversely impact our competitiveness; and if Toshiba, we or Flash Ventures do not have sufficient access to credit, such as lease financings for Flash Ventures, on favorable terms, or at all, Toshiba and we may need to delay or reduce investment in Flash Ventures or could be required to use more cash to fund investments in Flash Ventures, which would adversely impact our liquidity and financial position; and
|
•
|
in March 2016, Toshiba announced plans to construct a new wafer fab in Yokkaichi, Japan to provide additional cleanroom space for expanded 3D NAND production. We intend to extend the joint venture partnership with Toshiba to the new wafer fab, providing the cleanroom space needed for continued conversion of 2D NAND capacity to 3D NAND. However, there is no certainty as to when, and on what terms, we will participate with Toshiba in any investment in, or use of, the new wafer fab, if at all.
|
•
|
difficulty in integrating the technology, products, operations or workforce of the acquired business into our business;
|
•
|
failure of the markets addressed by the acquired business to grow as expected;
|
•
|
failure to transition an acquired business from
third-party
sources of NAND flash memory to our captive supply of these materials, not having enough captive NAND flash memory to support the revenue growth of the acquired business or inability to procure sufficient NAND flash memory from
third-party
sources in a cost-effective manner, or at all, which could harm our ability to achieve the expected benefits from the acquisition;
|
•
|
failure to leverage the cost benefits of using our captive assembly and test or manufacturing facilities for the operations of an acquired business, which could harm our ability to achieve the expected benefits from the acquisition;
|
•
|
difficulty in entering into new markets in which we have limited or no experience, such as software solutions, and where competitors have stronger positions;
|
•
|
loss of, or the impairment of or failure to maintain and grow relationships with, key employees, suppliers, vendors or customers of the acquired business, including those on which the acquired business is significantly reliant;
|
•
|
difficulty in integrating the technology of the acquired business into our product lines in existence or in development, which could harm our ability to maintain the business after the acquisition or diminish the expected benefits of the acquisition;
|
•
|
difficulty in operating in new and potentially dispersed locations;
|
•
|
disruption of our ongoing business or the ongoing business of the company we invest in or acquire;
|
•
|
failure to realize the potential financial or strategic benefits of the transaction, including but not limited to any expected cost savings or synergies from the acquisition;
|
•
|
difficulty integrating the accounting, supply chain, human resources and other systems of the acquired business;
|
•
|
disruption of or delays in ongoing research and development efforts and release of new products to market;
|
•
|
diversion of capital, management attention and other resources;
|
•
|
assumption of liabilities;
|
•
|
issuance of equity securities that may be dilutive to our existing stockholders;
|
•
|
diversion of resources and unanticipated expenses resulting from litigation arising from potential or actual business acquisitions or investments, including any ongoing litigation of the acquired business;
|
•
|
failure of the due diligence processes to identify significant issues with product quality, technology and development, or legal and financial issues, among other things;
|
•
|
incurring non-recurring charges, increased contingent liabilities, adverse tax consequences, depreciation or deferred compensation charges, amortization or impairment of intangible assets or impairment of goodwill, which could harm our results of operations;
|
•
|
potential delay in customer purchasing decisions due to uncertainty about the direction of our product offerings or those of the acquired business; and
|
•
|
for equity investments in privately held companies, in the event there is an other than temporary decline in the value of our investment, we may be required to reduce the carrying value on our balance sheet.
|
•
|
NAND Manufacturers and Embedded Solutions Providers.
We compete with NAND flash memory manufacturers, including SK hynix, or Hynix, Intel Corporation, or Intel, Micron Technology, Inc., or Micron, Samsung Electronics Co., Ltd., or Samsung, and Toshiba. These companies compete with us in selling a range of flash-based products and form factors, including embedded, SSDs, removable and other form factors. These competitors are large companies that may have greater and more advanced wafer manufacturing capacity, substantially greater financial, technical, marketing and other resources, better recognized brand names and more diversified and lower cost businesses than we do, which may allow them to produce flash memory chips in high volumes at low costs and to sell these flash memory chips themselves or to our competitors at a low cost. We are now receiving initial 3D NAND production output from New Fab 2, and we have also begun OEM qualification work on 3D NAND. Samsung announced the start of mass production of its 3D NAND flash technology, VNAND, in 2013, and other competitors have either announced the expected launch or shipments of products or samples incorporating 3D NAND technologies. The availability and specifications of competitors’ 3D NAND may make their products more competitive than our products. In addition, many of our competitors have more diversified semiconductor manufacturing capabilities and can internally produce integrated solutions or hybrid products that may include a combination of NAND flash, DRAM, custom application-specific integrated circuits, or ASICs, or other integrated products, while our captive manufacturing capability is solely dedicated to NAND flash. These diversified capabilities may also provide these competitors with a competitive advantage not only in product design and manufacturing due to the ability to leverage know-how in DRAM, custom ASICs or other technologies, but also in a greater ability to respond to industry fluctuations due to their ability to convert their DRAM and other semiconductor manufacturing capacity or equipment to NAND flash and vice-versa. Furthermore, some of these competitors manufacture and sell products that are complementary to flash memory products, and may be able to leverage their competencies and customer relationships to gain a competitive advantage. Current and future memory manufacturer competitors could produce alternative flash or other memory technologies that could compete against our NAND flash technology or our alternative technologies, or may transition to more advanced technologies sooner than us, each of which may reduce demand or accelerate price declines for our products. Furthermore, if our technology development results in less cost reduction than the technology of our competitors, our business and operating results would be harmed and our investments in captive fabrication facilities could be impaired.
|
•
|
Removable Products Manufacturers and Resellers.
We compete with manufacturers and resellers of flash memory card and USB drives, which purchase or have a captive supply of flash memory components and assemble memory products. Price fluctuations, the timing of product availability and resources allocated to marketing programs can harm our branded market share and reduce our sales and profits. We also sell flash memory in the form of private label cards, wafers or components to certain OEMs who sell flash products that may ultimately compete with our branded products in the retail or commercial channels. The sales volumes and pricing to these OEMs can be highly variable and these OEMs may be more inclined to switch to an alternative supplier based on short-term price fluctuations or the timing of product availability, which could harm our sales and profits.
|
•
|
Client Storage Solution Manufacturers.
In the market for client SSDs, we face competition from Intel, Micron, Samsung, Hynix and Toshiba, all of which are also NAND flash producers, as well as client SSD and hard drive providers such as Kingston Technology Company, Inc., or Kingston, Philips & Lite-On Digital Solutions Corporation, or Lite-On, Seagate Technology plc, or Seagate, and Western Digital. In this market, we compete with these industry players largely on the basis of performance capabilities, quality, price, product reliability and relationships with computer manufacturers. Many of the large NAND flash producers have long established relationships with computer manufacturers, or are computer manufacturers themselves, which gives them a competitive advantage in qualifying and integrating their client storage solutions in this market as well as the ability to leverage competencies that have been developed through these relationships in the past. Hard drive manufacturers such as Seagate and Western Digital may also have a competitive advantage in their ability to leverage their existing relationships and brand recognition with customers, as well as their ability to leverage existing technology in creating hybrid drive products. Our failure to compete effectively against these industry players could harm our business and results of operations.
|
•
|
Enterprise Storage Solution Manufacturers
. In the market for enterprise data center storage solutions, we face competition from Intel, Micron, Samsung and Toshiba, all of which are also NAND flash producers, as well as from Lite-On, Seagate, Western Digital, including its Hitachi Global Storage Technologies subsidiaries, and emerging competitors. Many of these companies offer competing solutions in enterprise SSDs, systems and software. Our enterprise system solutions, such as the InfiniFlash™ System, combined with different proprietary and open-source software stacks, compete with solutions that offer similar functionality, ranging from HDD-based system solutions to hybrid solutions which combine flash and HDDs, to all flash arrays, from a variety of companies including NetApp, Inc., or NetApp, EMC Corporation, or EMC, and others, which have a longer history and more established infrastructure for serving enterprise customers. In addition, hyperscale companies, such as Amazon.com, Inc., Google, Inc., Microsoft Corporation and Facebook, Inc. may internally develop enterprise storage solutions that reduce the demand for our solutions. Our competitors in this market may be able to leverage existing resources and competencies or acquire or develop other strategic relationships with established or start-up companies before we are able to, which could give them a competitive advantage, and if we are unable to independently develop comparable capabilities, we may be unable to effectively compete.
|
•
|
any of our existing patents will continue to be held valid, if challenged;
|
•
|
patents will be issued for any of our pending applications;
|
•
|
any claims allowed from existing or pending patents will have sufficient scope or strength to protect us;
|
•
|
our patents will be issued in the primary countries where our products are sold in order to protect our rights and potential commercial advantage; or
|
•
|
any of our products or technologies do not infringe on the patents of other companies.
|
•
|
the need to comply with foreign government regulation;
|
•
|
the need to comply with U.S. regulations on international business, including the Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, the anti-bribery laws of other countries and rules regarding conflict minerals;
|
•
|
changes in diplomatic and trade relationships or government intervention, which may impact our ability to sell to certain customers;
|
•
|
reduced sales to our customers or interruption to our manufacturing processes in the Pacific Rim that may arise from regional issues in Asia, including natural disasters or labor strikes;
|
•
|
imposition of regulatory requirements, tariffs, import and export restrictions and other barriers and restrictions;
|
•
|
a higher degree of commodity pricing than in the U.S.;
|
•
|
changes in, or the particular application of, government regulations;
|
•
|
import or export restrictions that could affect some of our products, including those with encryption technology;
|
•
|
duties or fees related to customs entries for our products, which are all manufactured offshore;
|
•
|
longer payment cycles and greater difficulty in accounts receivable collection;
|
•
|
adverse tax rules and regulations;
|
•
|
weak protection of our IP rights;
|
•
|
delays in product shipments due to local customs restrictions;
|
•
|
disruptions in operations, research and development or other business functions that may arise from political or economic instability; and
|
•
|
difficulties in managing international offices and maintaining appropriate internal controls, compliance programs, training and documentation.
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
|
|
SANDISK CORPORATION
|
|
|
|
|
|
|
|
Dated:
|
May 2, 2016
|
By:
|
/s/ Judy Bruner
|
|
|
|
|
Judy Bruner
|
|
|
|
|
Executive Vice President, Administration and
Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Title
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
Provided Herewith
|
3.1
|
|
Restated Certificate of Incorporation of the Registrant.
|
|
S-1
|
|
33-96298
|
|
3.2
|
|
8/29/1995
|
|
|
3.2
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant dated December 9, 1999.
|
|
10-Q
|
|
000-26734
|
|
3.1
|
|
8/16/2000
|
|
|
3.3
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant dated May 11, 2000.
|
|
S-3
|
|
333-85686
|
|
4.3
|
|
4/5/2002
|
|
|
3.4
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant dated May 26, 2006.
|
|
8-K
|
|
000-26734
|
|
3.1
|
|
6/1/2006
|
|
|
3.5
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant dated May 27, 2009.
|
|
8-K
|
|
000-26734
|
|
3.1
|
|
5/28/2009
|
|
|
3.6
|
|
Certificate of Designations for the Series A Junior Participating Preferred Stock, as filed with the Delaware Secretary of State on April 24, 1997.
|
|
8-K/A
|
|
000-26734
|
|
3.5
|
|
5/16/1997
|
|
|
3.7
|
|
Certificate of Amendment to Certificate of Designations for the Series A Junior Participating Preferred Stock, as filed with the Delaware Secretary of State on September 24, 2003.
|
|
8-A
|
|
000-26734
|
|
3.2
|
|
9/25/2003
|
|
|
3.8
|
|
Amended and Restated Bylaws of the Registrant dated September 11, 2013.
|
|
8-K
|
|
000-26734
|
|
3.1
|
|
9/17/2013
|
|
|
4.1
|
|
Rights Agreement, dated as of September 15, 2003, by and between the Registrant and Computershare Trust Company, Inc.
|
|
8-A
|
|
000-26734
|
|
4.2
|
|
9/25/2003
|
|
|
4.2
|
|
Amendment No. 1 to Rights Agreement, dated as of November 6, 2006. by and between the Registrant and Computershare Trust Company, Inc.
|
|
8-A/A
|
|
000-26734
|
|
4.2
|
|
11/8/2006
|
|
|
4.3
|
|
Indenture (including form of Notes) with respect to the Registrant’s 1.5% Convertible Senior Notes due 2017, dated as of August 25, 2010, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
000-26734
|
|
4.1
|
|
8/25/2010
|
|
|
4.4
|
|
Indenture (including form of Notes) with respect to the Registrant’s 0.5% Convertible Senior Notes due 2020, dated as of October 29, 2013, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
000-26734
|
|
4.1
|
|
10/29/2013
|
|
|
12.1
|
|
Computation of ratio of earnings to fixed charges.
|
|
|
|
|
|
|
|
|
|
x
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
x
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
x
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
|
|
|
|
|
x
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
|
|
|
|
|
x
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
x
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
x
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
x
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
x
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
x
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
x
|
|
|
*
|
Furnished herewith.
|
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