|
|
|
|
|
UNITED STATES
|
||||
SECURITIES AND EXCHANGE COMMISSION
|
||||
Washington, D.C. 20549
|
||||
FORM 10-K
|
||||
(Mark One)
|
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 29, 2012
|
|||
|
or
|
|||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
93-0835214
|
(State of Incorporation)
|
(I.R.S. Employer Identification Number)
|
5555 NE Moore Court
|
|
Hillsboro, Oregon
|
97124-6421
|
(Address of principal executive offices)
|
(Zip Code)
|
(Title of Class)
|
(Name of each exchange on which registered)
|
Common Stock, $.01 par value
|
NASDAQ Global Select Market
|
Large accelerated filer
o
|
|
Accelerated filer [X]
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
o
No [X]
|
||
Aggregate market value of voting stock held by non-affiliates of the registrant as of June 29, 2012
|
289,406,565
|
|
Number of shares of common stock outstanding as of March 6, 2013
|
115,473,147
|
|
|
|
|
|
|
ITEM OF FORM 10-K
|
|
||
PART I
|
|
|
|
Item 1.
|
-
|
Business
|
|
Item 1A.
|
-
|
Risk Factors
|
|
Item 1B.
|
-
|
Unresolved Staff Comments
|
|
Item 2.
|
-
|
Properties
|
|
Item 3.
|
-
|
Legal Proceedings
|
|
Item 4.
|
-
|
Mine Safety Disclosures
|
|
|
|
|
|
PART II
|
|
|
|
Item 5.
|
-
|
Market for the Registrant's Common Equity, Related Stockholder Matters & Issuer Purchases of Equity Securities
|
|
Item 6.
|
-
|
Selected Financial Data
|
|
Item 7.
|
-
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
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
|
|
Item 9B.
|
-
|
Other Information
|
|
|
|
|
|
PART III
|
|
|
|
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
|
|
|
|
|
|
PART IV
|
|
|
|
Item 15.
|
-
|
Exhibits, Financial Statement Schedules
|
|
|
|
|
|
Signatures
|
|
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
|
|
|
1
|
|
IHS iSuppli, “Competitive Landscaping Tool (CLT) Q4 2012,” Nov. 16, 2012
|
|
|
|
|
|
2
|
|
IHS iSuppli, “Core Silicon Q4 2012 Market Tracker & Component AMFT,” Dec. 28, 2012
|
FPGA Family
|
|
Year
Introduced |
|
Process
Technology (nm) |
|
Operating
Voltage |
|
Logic
(K LUTs) |
|
SERDES
Channels |
|
Max
RAM (Mb) |
|
I/O Pins
(#) |
LatticeECP3
TM
|
|
2009
|
|
65
|
|
1.2
|
|
17-149
|
|
4-16
|
|
7.2
|
|
116-586
|
LatticeXP2
TM
|
|
2007
|
|
90
|
|
1.2
|
|
5-40
|
|
—
|
|
1.0
|
|
86-540
|
PLD Family
|
|
Year
Introduced |
|
Process
Technology (nm) |
|
Operating
Voltage |
|
Logic
(Macrocells) |
|
I/O Pins
(#) |
MACHXO2™
|
|
2010
|
|
65
|
|
3.3/2.5/1.2
|
|
128-3,432
|
|
19-335
|
Lattice iCE40
TM
|
|
2011
|
|
40
|
|
1.2
|
|
320-8,096
|
|
25-222
|
|
|
Year Ended
|
|
% Change in
|
||||||||||||||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|
2012
|
|
2011
|
||||||||||||||||
Asia
|
|
$
|
189,811
|
|
|
68
|
%
|
|
$
|
201,118
|
|
|
63
|
%
|
|
$
|
200,594
|
|
|
67
|
%
|
|
(6
|
)
|
|
—
|
Europe
|
|
48,202
|
|
|
17
|
|
|
66,319
|
|
|
21
|
|
|
54,332
|
|
|
18
|
|
|
(27
|
)
|
|
22
|
|||
Americas
|
|
41,243
|
|
|
15
|
|
|
50,929
|
|
|
16
|
|
|
42,842
|
|
|
15
|
|
|
(19
|
)
|
|
19
|
|||
Total revenue
|
|
$
|
279,256
|
|
|
100
|
%
|
|
$
|
318,366
|
|
|
100
|
%
|
|
$
|
297,768
|
|
|
100
|
%
|
|
(12
|
)
|
|
7
|
Name
|
|
Age
|
|
|
Position
|
Darin G. Billerbeck
|
53
|
|
|
President, Chief Executive Officer and Director
|
|
Joe Bedewi
|
53
|
|
|
Corporate Vice President and Chief Financial Officer
|
|
Byron W. Milstead
|
56
|
|
|
Corporate Vice President, General Counsel and Secretary
|
•
|
meet the market windows for consumer products;
|
•
|
predict technology and market trends;
|
•
|
develop products on a timely basis; and
|
•
|
avoid cancellations or delay of products.
|
•
|
timely completion and introduction of new product designs;
|
•
|
ability to generate new design opportunities and design wins;
|
•
|
availability of specialized field application engineering resources supporting demand creation and customer adoption of new products;
|
•
|
ability to utilize advanced manufacturing process technologies;
|
•
|
achieving acceptable yields;
|
•
|
ability to obtain adequate production capacity from our wafer foundries and assembly and test subcontractors;
|
•
|
ability to obtain advanced packaging;
|
•
|
availability of supporting software design tools;
|
•
|
utilization of predefined IP logic;
|
•
|
customer acceptance of advanced features in our new products; and
|
•
|
market acceptance of our customers' products.
|
•
|
changes in local economic conditions;
|
•
|
currency exchange rate volatility;
|
•
|
governmental stimulus packages, controls and trade restrictions;
|
•
|
export license requirements, foreign trade compliance matters, and restrictions on the use of technology;
|
•
|
political instability, war, terrorism or pandemic disease;
|
•
|
changes in tax rates, tariffs or freight rates;
|
•
|
reduced protection for intellectual property rights;
|
•
|
longer receivable collection periods;
|
•
|
natural or man-made disasters in the countries where we sell our products;
|
•
|
interruptions in transportation;
|
•
|
interruptions in the global communication infrastructure; and
|
•
|
labor regulations.
|
•
|
our ongoing business may be disrupted and our management's attention may be diverted by investment, acquisition, transition or integration activities;
|
•
|
an acquisition or strategic investment may not further our business strategy as we expected, and we may not integrate an acquired company or technology as successfully as we expected;
|
•
|
our operating results or financial condition may be adversely impacted by unexpected costs, claims or liabilities that we assume from an acquired company or technology or that are otherwise related to an acquisition;
|
•
|
we may have difficulty incorporating acquired technologies or products with our existing product lines;
|
•
|
we may have higher than anticipated costs in continuing support and development of acquired products, in general and administrative functions that support such products;
|
•
|
we may have difficulty integrating and retaining key personnel;
|
•
|
our liquidity and/or capital structure may be adversely impacted;
|
•
|
our strategic investments may not perform as expected; and
|
•
|
we may experience unexpected changes in how we are required to account for our acquisitions and strategic investments pursuant to U.S. GAAP.
|
|
Low
|
|
High
|
||||
2012:
|
|
|
|
||||
First Quarter
|
$
|
5.92
|
|
|
$
|
7.12
|
|
Second Quarter
|
3.49
|
|
|
6.60
|
|
||
Third Quarter
|
3.17
|
|
|
4.53
|
|
||
Fourth Quarter
|
3.46
|
|
|
4.38
|
|
||
2011:
|
|
|
|
||||
First Quarter
|
$
|
5.51
|
|
|
$
|
7.38
|
|
Second Quarter
|
5.76
|
|
|
7.19
|
|
||
Third Quarter
|
4.70
|
|
|
6.79
|
|
||
Fourth Quarter
|
4.84
|
|
|
7.18
|
|
Period
|
Total Number of Shares Purchased
|
|
Average Price paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program
|
||||||
September 30, 2012 through October 27, 2012
|
438,000
|
|
|
$
|
3.68
|
|
|
438,000
|
|
|
$
|
6,018,604
|
|
October 28, 2012 through November 24, 2012
|
366,000
|
|
|
$
|
3.89
|
|
|
366,000
|
|
|
$
|
4,587,973
|
|
November 25, 2012 through December 29, 2012
|
537,300
|
|
|
$
|
3.96
|
|
|
537,300
|
|
|
$
|
2,452,221
|
|
|
1,341,300
|
|
|
$
|
3.85
|
|
|
1,341,300
|
|
|
|
|
Year Ended
|
||||||||||||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
|
January 2,
2010 |
|
January 3,
2009 |
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
279,256
|
|
|
$
|
318,366
|
|
|
$
|
297,768
|
|
|
$
|
194,420
|
|
|
$
|
222,262
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
128,499
|
|
|
129,769
|
|
|
117,943
|
|
|
90,077
|
|
|
102,831
|
|
|||||
Research and development
|
77,610
|
|
|
71,855
|
|
|
60,326
|
|
|
56,133
|
|
|
68,610
|
|
|||||
Selling, general and administrative
|
72,317
|
|
|
68,838
|
|
|
64,359
|
|
|
52,545
|
|
|
58,680
|
|
|||||
Acquisition related and Amortization of intangible assets
|
4,178
|
|
|
536
|
|
|
—
|
|
|
228
|
|
|
5,587
|
|
|||||
Restructuring charges
|
6,018
|
|
|
6,079
|
|
|
11
|
|
|
3,689
|
|
|
6,789
|
|
|||||
|
288,622
|
|
|
277,077
|
|
|
242,639
|
|
|
202,672
|
|
|
242,497
|
|
|||||
(Loss) income from operations
|
(9,366
|
)
|
|
41,289
|
|
|
55,129
|
|
|
(8,252
|
)
|
|
(20,235
|
)
|
|||||
Other income (expense), net
|
505
|
|
|
1,434
|
|
|
2,474
|
|
|
1,812
|
|
|
(17,791
|
)
|
|||||
(Loss) income before income taxes
|
(8,861
|
)
|
|
42,723
|
|
|
57,603
|
|
|
(6,440
|
)
|
|
(38,026
|
)
|
|||||
(Provision) benefit for income taxes
|
(20,745
|
)
|
|
35,509
|
|
|
(531
|
)
|
|
(517
|
)
|
|
(180
|
)
|
|||||
Net (loss) income
|
$
|
(29,606
|
)
|
|
$
|
78,232
|
|
|
$
|
57,072
|
|
|
$
|
(6,957
|
)
|
|
$
|
(38,206
|
)
|
Basic net (loss) income per share
|
$
|
(0.25
|
)
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.33
|
)
|
Diluted net (loss) income per share
|
$
|
(0.25
|
)
|
|
$
|
0.65
|
|
|
$
|
0.48
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.33
|
)
|
Shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
117,194
|
|
|
117,875
|
|
|
116,726
|
|
|
115,384
|
|
|
115,291
|
|
|||||
Diluted
|
117,194
|
|
|
121,139
|
|
|
120,143
|
|
|
115,384
|
|
|
115,291
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
At
|
||||||||||||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
|
January 2,
2010 |
|
January 3,
2009 |
||||||||||
|
(in thousands)
|
||||||||||||||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and Short-term marketable securities
|
$
|
183,401
|
|
|
$
|
210,134
|
|
|
$
|
238,220
|
|
|
$
|
164,540
|
|
|
$
|
65,909
|
|
Total assets
|
$
|
428,759
|
|
|
$
|
467,924
|
|
|
$
|
377,687
|
|
|
$
|
296,557
|
|
|
$
|
291,936
|
|
Total liabilities
|
$
|
71,209
|
|
|
$
|
74,363
|
|
|
$
|
58,965
|
|
|
$
|
43,197
|
|
|
$
|
36,997
|
|
Stockholders' equity
|
$
|
357,550
|
|
|
$
|
393,561
|
|
|
$
|
318,722
|
|
|
$
|
253,360
|
|
|
$
|
254,939
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended
|
|||||||||||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|||||||||||||||
Revenue
|
$
|
279,256
|
|
|
100.0
|
%
|
|
$
|
318,366
|
|
|
100.0
|
%
|
|
$
|
297,768
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross margin
|
150,757
|
|
|
54.0
|
|
|
188,597
|
|
|
59.2
|
|
|
179,825
|
|
|
60.4
|
|
|||
Research and development
|
77,610
|
|
|
27.8
|
|
|
71,855
|
|
|
22.6
|
|
|
60,326
|
|
|
20.3
|
|
|||
Selling, general and administrative
|
72,317
|
|
|
25.9
|
|
|
68,838
|
|
|
21.6
|
|
|
64,359
|
|
|
21.6
|
|
|||
Acquisition related charges
|
4,178
|
|
|
1.5
|
|
|
536
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
|
6,018
|
|
|
2.2
|
|
|
6,079
|
|
|
1.9
|
|
|
11
|
|
|
—
|
|
|||
(Loss) income from operations
|
$
|
(9,366
|
)
|
|
(3.4
|
)%
|
|
$
|
41,289
|
|
|
13.0
|
%
|
|
$
|
55,129
|
|
|
18.5
|
%
|
|
|
Year Ended
|
|
% Change in
|
|||||||||||||
|
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
|
2012
|
|
2011
|
|||||||
Revenue
|
|
$
|
279,256
|
|
|
$
|
318,366
|
|
|
$
|
297,768
|
|
|
(12
|
)
|
|
7
|
|
|
Year Ended
|
|
% Change in
|
||||||||||||||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|
2012
|
|
2011
|
||||||||||||||||
PLD
|
|
$
|
184,044
|
|
|
66
|
%
|
|
$
|
211,036
|
|
|
66
|
%
|
|
$
|
200,679
|
|
|
67
|
%
|
|
(13
|
)
|
|
5
|
FPGA
|
|
95,212
|
|
|
34
|
|
|
107,330
|
|
|
34
|
|
|
97,089
|
|
|
33
|
|
|
(11
|
)
|
|
11
|
|||
Total revenue
|
|
$
|
279,256
|
|
|
100
|
%
|
|
$
|
318,366
|
|
|
100
|
%
|
|
$
|
297,768
|
|
|
100
|
%
|
|
(12
|
)
|
|
7
|
|
|
Year Ended
|
|
% Change in
|
|||||||||||||||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|
2012
|
|
2011
|
|||||||||||||||||
New *
|
|
$
|
62,304
|
|
|
22
|
%
|
|
$
|
34,668
|
|
|
11
|
%
|
|
$
|
18,785
|
|
|
6
|
%
|
|
80
|
|
|
85
|
|
Mainstream *
|
|
154,733
|
|
|
56
|
|
|
187,560
|
|
|
59
|
|
|
188,732
|
|
|
64
|
|
|
(18
|
)
|
|
(1
|
)
|
|||
Mature *
|
|
62,219
|
|
|
22
|
|
|
96,138
|
|
|
30
|
|
|
90,253
|
|
|
30
|
|
|
(35
|
)
|
|
7
|
|
|||
Total revenue
|
|
$
|
279,256
|
|
|
100
|
%
|
|
$
|
318,366
|
|
|
100
|
%
|
|
$
|
297,770
|
|
|
100
|
%
|
|
(12
|
)
|
|
7
|
|
* Product Classifications:
|
New:
|
LatticeECP3, MachXO2, Power Manager II, and iCE40
|
Mainstream:
|
ispMACH 4000ZE, ispMACH 4000/Z, LatticeSC, LatticeECP2/M, LatticeECP, LatticeXP2, LatticeXP, MachXO, ispClock A/D/S, Software and IP
|
Mature:
|
ispXPLD, ispXPGA, FPSC, ORCA 2, ORCA 3, ORCA 4, ispPAC, isplsi 8000V, ispMACH 5000B, ispMACH 2LV, ispMACH 5LV, ispLSI 2000V, ispLSI 5000V, ispMACH 5000VG, all 5-volt CPLDs, ispGDX2, GDX/V, ispMACH 4/LV, iCE65, ispClock, Power Manager I, all SPLDs
|
|
|
Year Ended
|
|
% Change in
|
||||||||||||||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|
2012
|
|
2011
|
||||||||||||||||
Asia
|
|
$
|
189,811
|
|
|
68
|
%
|
|
$
|
201,118
|
|
|
63
|
%
|
|
$
|
200,594
|
|
|
67
|
%
|
|
(6
|
)
|
|
—
|
Europe
|
|
48,202
|
|
|
17
|
|
|
66,319
|
|
|
21
|
|
|
54,332
|
|
|
18
|
|
|
(27
|
)
|
|
22
|
|||
Americas
|
|
41,243
|
|
|
15
|
|
|
50,929
|
|
|
16
|
|
|
42,842
|
|
|
15
|
|
|
(19
|
)
|
|
19
|
|||
Total revenue
|
|
$
|
279,256
|
|
|
100
|
%
|
|
$
|
318,366
|
|
|
100
|
%
|
|
$
|
297,768
|
|
|
100
|
%
|
|
(12
|
)
|
|
7
|
|
% of Total Revenue
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Nu Horizons Electronics Corp. (including its parent company, Arrow Electronics)
|
33
|
%
|
|
22
|
%
|
|
18
|
%
|
Weikeng Group
|
14
|
|
|
14
|
|
|
14
|
|
Avnet, Inc.
|
—
|
|
|
17
|
|
|
17
|
|
All others
|
8
|
|
|
8
|
|
|
7
|
|
All sell-through distributors
|
55
|
%
|
|
61
|
%
|
|
56
|
%
|
|
|
Year Ended
|
||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
||||||
Gross margin
|
|
$
|
150,757
|
|
|
$
|
188,597
|
|
|
$
|
179,825
|
|
Percentage of revenue
|
|
54.0
|
%
|
|
59.2
|
%
|
|
60.4
|
%
|
|
|
Year Ended
|
|
% Change in
|
||||||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|
2012
|
|
2011
|
||||||||
Research and development
|
|
$
|
77,610
|
|
|
$
|
71,855
|
|
|
$
|
60,326
|
|
|
8.0
|
%
|
|
19.1
|
%
|
Percentage of revenue
|
|
27.8
|
%
|
|
22.6
|
%
|
|
20.3
|
%
|
|
|
|
|
|
|
Year Ended
|
|
% Change in
|
||||||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|
2012
|
|
2011
|
||||||||
Selling, general and administrative
|
|
$
|
72,317
|
|
|
$
|
68,838
|
|
|
$
|
64,359
|
|
|
5.1
|
%
|
|
7.0
|
%
|
Percentage of revenue
|
|
25.9
|
%
|
|
21.6
|
%
|
|
21.6
|
%
|
|
|
|
|
|
|
Year Ended
|
|
% Change in
|
||||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|
2012
|
|
2011
|
||||||
Acquisition related charges, including amortization of intangible assets
|
|
$
|
4,178
|
|
|
$
|
536
|
|
|
$
|
—
|
|
|
679
|
|
—
|
Percentage of revenue
|
|
1.5
|
%
|
|
0.2
|
%
|
|
—
|
%
|
|
|
|
|
|
|
Year Ended
|
|
|
|
% Change in
|
||||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|
2012
|
|
2011
|
||||||||
Restructuring charges
|
|
$
|
6,018
|
|
|
$
|
6,079
|
|
|
$
|
11
|
|
|
(1.0
|
)%
|
|
—
|
%
|
Percentage of revenue
|
|
2.2
|
%
|
|
1.9
|
%
|
|
—
|
%
|
|
|
|
|
|
|
Year Ended
|
|
|
|
% Change in
|
||||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|
2012
|
|
2011
|
||||||||
Other income, net
|
|
$
|
505
|
|
|
$
|
1,434
|
|
|
$
|
2,474
|
|
|
(64.8
|
)%
|
|
(42.0
|
)%
|
Percentage of revenue
|
|
0.2
|
%
|
|
0.5
|
%
|
|
0.8
|
%
|
|
|
|
|
|
|
Year Ended
|
|
|
||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
||||||
(Provision) benefit for income taxes
|
|
$
|
(20,745
|
)
|
|
$
|
35,509
|
|
|
$
|
(531
|
)
|
|
December 29, 2012
|
|
December 31, 2011
|
|
$ change
|
||||||
Cash and cash equivalents
|
$
|
118,536
|
|
|
$
|
141,423
|
|
|
$
|
(22,887
|
)
|
Short-term marketable securities
|
64,865
|
|
|
68,711
|
|
|
(3,846
|
)
|
|||
Long-term marketable securities
|
4,717
|
|
|
6,946
|
|
|
(2,229
|
)
|
|||
Total Cash and cash equivalents, short-term and long-term marketable securities
|
$
|
188,118
|
|
|
$
|
217,080
|
|
|
$
|
(28,962
|
)
|
|
December 29, 2012
|
|
December 31, 2011
|
|
Change
|
||||||
Accounts receivable, net
|
$
|
46,947
|
|
|
$
|
36,993
|
|
|
$
|
9,954
|
|
Days sales outstanding
|
64
|
|
|
47
|
|
|
17
|
|
|
December 29, 2012
|
|
December 31, 2011
|
|
Change
|
||||||
Inventories
|
$
|
44,194
|
|
|
$
|
37,278
|
|
|
$
|
6,916
|
|
Months of inventory on hand
|
4.4
|
|
|
3.2
|
|
|
1.2
|
|
Fiscal year
|
|
Operating
leases(1) |
|
Purchase order
obligations(2) |
||||
2013
|
|
$
|
4,099
|
|
|
$
|
48,025
|
|
2014
|
|
1,374
|
|
|
—
|
|
||
2015
|
|
702
|
|
|
—
|
|
||
2016
|
|
517
|
|
|
—
|
|
||
2017
|
|
97
|
|
|
—
|
|
||
Thereafter
|
|
40
|
|
|
—
|
|
||
|
|
$
|
6,829
|
|
|
$
|
48,025
|
|
_________
|
|
(1)
|
Certain of our facilities and equipment are leased under operating leases, which expire at various times through 2017.
|
(2)
|
This column excludes amounts already recorded on our Consolidated Balance Sheet as current or long-term liabilities at December 29, 2012.
|
|
|
Page
|
Consolidated Financial Statements:
|
|
|
|
|
|
Consolidated Balance Sheets, at December 29, 2012 and December 31, 2011
|
|
|
|
|
|
Consolidated Statements of Operations and Comprehensive (Loss) Income, for the Years ended December 29, 2012, December 31, 2011 and January 1, 2011
|
|
|
|
|
|
Consolidated Statements of Changes in Stockholders' Equity for the Years ended December 29, 2012, December 31, 2011 and January 1, 2011
|
|
|
|
|
|
Consolidated Statements of Cash Flows, for the Years ended December 29, 2012, December 31, 2011 and
January 1, 2011
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Consolidated Financial Statement Schedule:
|
|
|
|
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
|
December 29,
2012 |
|
December 31,
2011 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
118,536
|
|
|
$
|
141,423
|
|
Short-term marketable securities
|
64,865
|
|
|
68,711
|
|
||
Accounts receivable, net
|
46,947
|
|
|
36,993
|
|
||
Inventories
|
44,194
|
|
|
37,278
|
|
||
Prepaid expenses and other current assets
|
12,806
|
|
|
16,200
|
|
||
Total current assets
|
287,348
|
|
|
300,605
|
|
||
Property and equipment, less accumulated depreciation
|
40,384
|
|
|
40,430
|
|
||
Long-term marketable securities
|
4,717
|
|
|
6,946
|
|
||
Other long-term assets
|
6,854
|
|
|
11,628
|
|
||
Intangible assets, net of amortization
|
15,430
|
|
|
18,377
|
|
||
Goodwill
|
44,808
|
|
|
44,808
|
|
||
Deferred income taxes
|
29,218
|
|
|
45,130
|
|
||
Total assets
|
$
|
428,759
|
|
|
$
|
467,924
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
36,391
|
|
|
$
|
31,842
|
|
Accrued payroll obligations
|
6,149
|
|
|
9,373
|
|
||
Deferred income and allowances on sales to sell-through distributors
|
10,553
|
|
|
10,761
|
|
||
Total current liabilities
|
53,093
|
|
|
51,976
|
|
||
Long-term liabilities
|
18,116
|
|
|
22,387
|
|
||
Total liabilities
|
71,209
|
|
|
74,363
|
|
||
Commitments and contingencies (See "Note 15-Commitments and Contingencies")
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 300,000,000 shares authorized, 115,500,000 and 117,675,000 shares issued and outstanding
|
1,155
|
|
|
1,177
|
|
||
Paid-in capital
|
621,170
|
|
|
627,637
|
|
||
Accumulated other comprehensive loss
|
(261
|
)
|
|
(345
|
)
|
||
Accumulated deficit
|
(264,514
|
)
|
|
(234,908
|
)
|
||
Total stockholders' equity
|
357,550
|
|
|
393,561
|
|
||
Total liabilities and stockholders' equity
|
$
|
428,759
|
|
|
$
|
467,924
|
|
|
|
Year Ended
|
||||||||||
|
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
||||||
Revenue
|
|
$
|
279,256
|
|
|
$
|
318,366
|
|
|
$
|
297,768
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
128,499
|
|
|
129,769
|
|
|
117,943
|
|
|||
Research and development
|
|
77,610
|
|
|
71,855
|
|
|
60,326
|
|
|||
Selling, general and administrative
|
|
72,317
|
|
|
68,838
|
|
|
64,359
|
|
|||
Acquisition related charges, including amortization of intangible assets
|
|
4,178
|
|
|
536
|
|
|
—
|
|
|||
Restructuring charges
|
|
6,018
|
|
|
6,079
|
|
|
11
|
|
|||
|
|
288,622
|
|
|
277,077
|
|
|
242,639
|
|
|||
(Loss) income from operations
|
|
(9,366
|
)
|
|
41,289
|
|
|
55,129
|
|
|||
Other income, net
|
|
505
|
|
|
1,434
|
|
|
2,474
|
|
|||
(Loss) income before income taxes
|
|
(8,861
|
)
|
|
42,723
|
|
|
57,603
|
|
|||
(Provision) benefit for income taxes
|
|
(20,745
|
)
|
|
35,509
|
|
|
(531
|
)
|
|||
Net (loss) income
|
|
$
|
(29,606
|
)
|
|
$
|
78,232
|
|
|
$
|
57,072
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.25
|
)
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
Diluted
|
|
$
|
(0.25
|
)
|
|
$
|
0.65
|
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
||||||
Shares used in per share calculations:
|
|
|
|
|
|
|
||||||
Basic
|
|
117,194
|
|
|
117,875
|
|
|
116,726
|
|
|||
Diluted
|
|
117,194
|
|
|
121,139
|
|
|
120,143
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive (loss) income
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(29,606
|
)
|
|
$
|
78,232
|
|
|
$
|
57,072
|
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Unrealized (loss) gain related to marketable securities, net
|
|
(57
|
)
|
|
(526
|
)
|
|
581
|
|
|||
Recognized gain on redemption of marketable securities, previously unrealized
|
|
(78
|
)
|
|
(133
|
)
|
|
—
|
|
|||
Tax effect of change in fair market value of auction rate securities
|
|
—
|
|
|
—
|
|
|
(304
|
)
|
|||
Translation adjustment
|
|
219
|
|
|
(185
|
)
|
|
64
|
|
|||
Comprehensive (loss) income
|
|
$
|
(29,522
|
)
|
|
$
|
77,388
|
|
|
$
|
57,413
|
|
|
Common Stock
($.01 par value)
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Paid-in
capital
|
|
Treasury
stock
|
|
Accumu-
lated
deficit
|
|
other comprehensive
loss
|
|
Total
|
|||||||||||||
Balances, January 2, 2010
|
115,592
|
|
|
$
|
1,156
|
|
|
$
|
622,258
|
|
|
$
|
—
|
|
|
$
|
(370,212
|
)
|
|
$
|
158
|
|
|
$
|
253,360
|
|
Net income for 2010
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,072
|
|
|
—
|
|
|
57,072
|
|
||||||
Unrealized gain related to marketable securities, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
581
|
|
|
581
|
|
||||||
Tax effect of change in fair market value of auction rate securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(304
|
)
|
|
(304
|
)
|
||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
64
|
|
||||||
Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs (net of taxes)
|
2,750
|
|
|
27
|
|
|
5,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,368
|
|
||||||
Stock repurchase
|
(371
|
)
|
|
(4
|
)
|
|
—
|
|
|
(1,966
|
)
|
|
—
|
|
|
—
|
|
|
(1,970
|
)
|
||||||
Retirement of treasury stock
|
—
|
|
|
—
|
|
|
(1,966
|
)
|
|
1,966
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense related to stock options, ESPP and RSUs
|
—
|
|
|
—
|
|
|
4,551
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,551
|
|
||||||
Balances, January 1, 2011
|
117,971
|
|
|
1,179
|
|
|
630,184
|
|
|
—
|
|
|
(313,140
|
)
|
|
499
|
|
|
318,722
|
|
||||||
Net income for 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,232
|
|
|
—
|
|
|
78,232
|
|
||||||
Unrealized loss related to marketable securities, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(526
|
)
|
|
(526
|
)
|
||||||
Recognized gain on redemption of marketable securities, previously unrealized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
(133
|
)
|
||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
(185
|
)
|
||||||
Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs (net of taxes)
|
2,145
|
|
|
23
|
|
|
5,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,531
|
|
||||||
Stock repurchase
|
(2,441
|
)
|
|
(25
|
)
|
|
—
|
|
|
(14,411
|
)
|
|
—
|
|
|
—
|
|
|
(14,436
|
)
|
||||||
Retirement of treasury stock
|
—
|
|
|
—
|
|
|
(14,411
|
)
|
|
14,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense related to stock options, ESPP and RSUs
|
—
|
|
|
—
|
|
|
6,356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,356
|
|
||||||
Balances, December 31, 2011
|
117,675
|
|
|
1,177
|
|
|
627,637
|
|
|
—
|
|
|
(234,908
|
)
|
|
(345
|
)
|
|
393,561
|
|
||||||
Net loss for 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,606
|
)
|
|
—
|
|
|
(29,606
|
)
|
||||||
Unrealized loss related to marketable securities, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
(57
|
)
|
||||||
Recognized gain on redemption of marketable securities, previously unrealized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(78
|
)
|
||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|
219
|
|
||||||
Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs (net of taxes)
|
1,896
|
|
|
19
|
|
|
3,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,550
|
|
||||||
Stock repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,549
|
)
|
|
—
|
|
|
—
|
|
|
(17,549
|
)
|
||||||
Retirement of treasury stock
|
(4,071
|
)
|
|
(41
|
)
|
|
(17,508
|
)
|
|
17,549
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense related to stock options, ESPP and RSUs
|
—
|
|
|
—
|
|
|
7,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,510
|
|
||||||
Balances, December 29, 2012
|
115,500
|
|
|
$
|
1,155
|
|
|
$
|
621,170
|
|
|
$
|
—
|
|
|
$
|
(264,514
|
)
|
|
$
|
(261
|
)
|
|
$
|
357,550
|
|
|
Year Ended
|
||||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(29,606
|
)
|
|
$
|
78,232
|
|
|
$
|
57,072
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
22,149
|
|
|
16,666
|
|
|
14,492
|
|
|||
Change in deferred income tax provision (benefit)
|
19,224
|
|
|
(49,376
|
)
|
|
(479
|
)
|
|||
Gain on sale or maturity of marketable securities, net
|
(393
|
)
|
|
(303
|
)
|
|
(668
|
)
|
|||
Gain on sale of real estate
|
—
|
|
|
—
|
|
|
(720
|
)
|
|||
Stock-based compensation
|
7,510
|
|
|
6,356
|
|
|
4,551
|
|
|||
Changes in assets and liabilities: net of acquisitions
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(9,954
|
)
|
|
4,553
|
|
|
(7,637
|
)
|
|||
Inventories
|
(6,916
|
)
|
|
2,618
|
|
|
(11,408
|
)
|
|||
Prepaid expenses and other assets
|
387
|
|
|
(1,367
|
)
|
|
(3,613
|
)
|
|||
Foundry advances (includes advance credits)
|
—
|
|
|
—
|
|
|
11,475
|
|
|||
Accounts payable and accrued expenses (includes restructuring)
|
5,306
|
|
|
(1,059
|
)
|
|
6,747
|
|
|||
Accrued payroll obligations
|
(3,224
|
)
|
|
(2,281
|
)
|
|
6,536
|
|
|||
Deferred income and allowances on sales to sell-through distributors
|
(208
|
)
|
|
(4,931
|
)
|
|
5,532
|
|
|||
Other liabilities
|
220
|
|
|
13,068
|
|
|
222
|
|
|||
Net cash provided by operating activities
|
4,495
|
|
|
62,176
|
|
|
82,102
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sales or maturities of marketable securities
|
56,408
|
|
|
81,313
|
|
|
54,252
|
|
|||
Purchase of marketable securities
|
(50,076
|
)
|
|
(83,259
|
)
|
|
(105,661
|
)
|
|||
Proceeds from sale of land
|
—
|
|
|
—
|
|
|
871
|
|
|||
Acquisitions net of cash acquired
|
—
|
|
|
(45,645
|
)
|
|
—
|
|
|||
Payment for purchase of intangible assets
|
—
|
|
|
(18,500
|
)
|
|
—
|
|
|||
Capital expenditures
|
(13,593
|
)
|
|
(13,001
|
)
|
|
(13,856
|
)
|
|||
Other investing activities, primarily time-based software licenses
|
(6,122
|
)
|
|
(7,140
|
)
|
|
(2,791
|
)
|
|||
Net cash used in investing activities
|
(13,383
|
)
|
|
(86,232
|
)
|
|
(67,185
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net share settlement upon issuance of RSUs
|
(832
|
)
|
|
(642
|
)
|
|
(808
|
)
|
|||
Purchase of treasury stock
|
(17,549
|
)
|
|
(14,436
|
)
|
|
(1,970
|
)
|
|||
Net proceeds from issuance of common stock
|
4,382
|
|
|
6,173
|
|
|
6,176
|
|
|||
Net cash (used in) provided by financing activities
|
(13,999
|
)
|
|
(8,905
|
)
|
|
3,398
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(22,887
|
)
|
|
(32,961
|
)
|
|
18,315
|
|
|||
Beginning cash and cash equivalents
|
141,423
|
|
|
174,384
|
|
|
156,069
|
|
|||
Ending cash and cash equivalents
|
$
|
118,536
|
|
|
$
|
141,423
|
|
|
$
|
174,384
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Unrealized (loss) gain related to marketable securities, net, included in Accumulated other comprehensive loss
|
$
|
(57
|
)
|
|
$
|
(526
|
)
|
|
$
|
581
|
|
Distribution of deferred compensation from trust assets
|
$
|
263
|
|
|
$
|
341
|
|
|
$
|
288
|
|
Tax effect of change in fair market value of auction rate securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(304
|
)
|
|
|
December 29,
2012 |
|
December 31,
2011 |
||||
Inventory valued at published list price and held by sell-through distributors with right of return
|
|
$
|
38,623
|
|
|
$
|
40,147
|
|
Allowance for distributor advances
|
|
(22,450
|
)
|
|
(23,300
|
)
|
||
Deferred cost of sales related to inventory held by sell-through distributors
|
|
(5,620
|
)
|
|
(6,086
|
)
|
||
Total Deferred income and allowances on sales to sell-through distributors
|
|
$
|
10,553
|
|
|
$
|
10,761
|
|
|
Year Ended
|
||||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
||||||
Basic and diluted Net (loss) income
|
$
|
(29,606
|
)
|
|
$
|
78,232
|
|
|
$
|
57,072
|
|
Shares used in basic Net (loss) income per share
|
117,194
|
|
|
117,875
|
|
|
116,726
|
|
|||
Dilutive effect of stock options, RSUs and ESPP shares
|
—
|
|
|
3,264
|
|
|
3,417
|
|
|||
Shares used in diluted Net (loss) income per share
|
117,194
|
|
|
121,139
|
|
|
120,143
|
|
|||
Basic Net (loss) income per share
|
$
|
(0.25
|
)
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
Diluted Net (loss) income per share
|
$
|
(0.25
|
)
|
|
$
|
0.65
|
|
|
$
|
0.48
|
|
|
|||||||
|
December 29,
2012 |
|
December 31,
2011 |
||||
Short-term marketable securities:
|
|
|
|
||||
Maturities of less than five years
|
$
|
64,865
|
|
|
$
|
68,711
|
|
|
|
|
|
||||
Long-term marketable securities:
|
|
|
|
||||
Maturities of more than ten years
|
4,717
|
|
|
6,946
|
|
||
Total marketable securities
|
$
|
69,582
|
|
|
$
|
75,657
|
|
|
December 29,
2012 |
|
December 31,
2011 |
||||
Short-term marketable securities:
|
|
|
|
||||
Corporate and government bonds and notes and commercial paper
|
$
|
64,865
|
|
|
$
|
68,711
|
|
|
|
|
|
||||
Long-term marketable securities:
|
|
|
|
||||
Federally-insured or FFELP guaranteed student loans
|
4,717
|
|
|
6,946
|
|
||
Total marketable securities
|
$
|
69,582
|
|
|
$
|
75,657
|
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||||||||||||
|
Par Value
|
|
Fair Value
|
|
S&P
Credit
rating
|
|
Par Value
|
|
Fair Value
|
|
S&P
Credit
rating
|
||||||||
Long-term marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Federally-insured or FFELP guaranteed student loans
|
$
|
5,700
|
|
|
$
|
4,717
|
|
|
AA+
|
|
$
|
8,300
|
|
|
$
|
6,946
|
|
|
AAA
|
|
Fair value measurements as of
December 29, 2012
|
|
Fair value measurements as of
December 31, 2011
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Short-term marketable securities
|
$
|
64,865
|
|
|
$
|
64,865
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
68,711
|
|
|
$
|
68,711
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term marketable securities
|
4,717
|
|
|
—
|
|
|
—
|
|
|
4,717
|
|
|
6,946
|
|
|
—
|
|
|
—
|
|
|
6,946
|
|
||||||||
Foreign currency forward exchange contracts
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||||||
Total fair value of financial instruments
|
$
|
69,577
|
|
|
$
|
64,865
|
|
|
$
|
(5
|
)
|
|
$
|
4,717
|
|
|
$
|
75,675
|
|
|
$
|
68,711
|
|
|
$
|
18
|
|
|
$
|
6,946
|
|
|
Year Ended
|
||||||
|
December 29,
2012 |
|
December 31,
2011 |
||||
Beginning fair value of Long-term marketable securities
|
$
|
6,946
|
|
|
$
|
10,232
|
|
Fair value of securities sold or redeemed
|
(2,285
|
)
|
|
(2,843
|
)
|
||
Temporary fluctuations in fair value
|
56
|
|
|
(443
|
)
|
||
Ending fair value of Long-term marketable securities
|
$
|
4,717
|
|
|
$
|
6,946
|
|
|
December 29,
2012 |
|
December 31,
2011 |
||||
Work in progress
|
$
|
27,915
|
|
|
$
|
24,260
|
|
Finished goods
|
16,279
|
|
|
13,018
|
|
||
Total inventories
|
$
|
44,194
|
|
|
$
|
37,278
|
|
|
December 29,
2012 |
|
December 31,
2011 |
||||
Land
|
$
|
1,456
|
|
|
$
|
1,456
|
|
Buildings
|
27,827
|
|
|
27,809
|
|
||
Computer and test equipment
|
154,809
|
|
|
160,506
|
|
||
Office furniture and equipment
|
8,755
|
|
|
9,363
|
|
||
Leasehold and building improvements
|
16,460
|
|
|
13,484
|
|
||
|
209,307
|
|
|
212,618
|
|
||
Accumulated depreciation and amortization
|
(168,923
|
)
|
|
(172,188
|
)
|
||
|
$
|
40,384
|
|
|
$
|
40,430
|
|
|
|
Weighted Average Amortization Period
(in years)
|
|
Gross
|
|
Accumulated Amortization
|
|
Intangible assets, net of amortization
December 29, 2012
|
||||||
Developed technology
|
|
7
|
|
$
|
10,700
|
|
|
$
|
(1,592
|
)
|
|
$
|
9,108
|
|
Customer relationships
|
|
5.5
|
|
7,800
|
|
|
(1,478
|
)
|
|
6,322
|
|
|||
Total
|
|
6.3
|
|
$
|
18,500
|
|
|
$
|
(3,070
|
)
|
|
$
|
15,430
|
|
Fiscal year
|
|
Amount
|
||
2013
|
|
$
|
4,099
|
|
2014
|
|
1,374
|
|
|
2015
|
|
702
|
|
|
2016
|
|
517
|
|
|
2017
|
|
97
|
|
|
Thereafter
|
|
40
|
|
|
|
|
$
|
6,829
|
|
|
|
Year Ended
|
||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
||||||
Domestic
|
|
$
|
51,859
|
|
|
$
|
42,619
|
|
|
$
|
56,782
|
|
Foreign
|
|
(60,720
|
)
|
|
104
|
|
|
821
|
|
|||
(Loss) income before income taxes
|
|
$
|
(8,861
|
)
|
|
$
|
42,723
|
|
|
$
|
57,603
|
|
|
|
Year Ended
|
||||||||||
|
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
344
|
|
|
$
|
(13,463
|
)
|
|
$
|
(83
|
)
|
State
|
|
(36
|
)
|
|
137
|
|
|
(47
|
)
|
|||
Foreign
|
|
(1,498
|
)
|
|
(541
|
)
|
|
(880
|
)
|
|||
|
|
(1,190
|
)
|
|
(13,867
|
)
|
|
(1,010
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(18,000
|
)
|
|
45,423
|
|
|
296
|
|
|||
State
|
|
(1,487
|
)
|
|
3,894
|
|
|
8
|
|
|||
Foreign
|
|
(68
|
)
|
|
59
|
|
|
175
|
|
|||
|
|
(19,555
|
)
|
|
49,376
|
|
|
479
|
|
|||
(Provision) benefit for income taxes
|
|
$
|
(20,745
|
)
|
|
$
|
35,509
|
|
|
$
|
(531
|
)
|
|
|
Year Ended
|
||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|
|
%
|
|
%
|
|
%
|
Statutory federal rate
|
|
35
|
|
35
|
|
35
|
Adjustments for tax effects of:
|
|
|
|
|
|
|
State taxes, net
|
|
(7)
|
|
3
|
|
—
|
Intellectual property sale
|
|
—
|
|
144
|
|
—
|
Research and development credits
|
|
(1)
|
|
(3)
|
|
(2)
|
Foreign rate differential
|
|
(252)
|
|
2
|
|
—
|
Foreign dividends
|
|
3
|
|
1
|
|
—
|
Valuation allowance
|
|
(19)
|
|
(289)
|
|
(37)
|
Change in uncertain tax benefit accrual
|
|
3
|
|
31
|
|
—
|
Tax rate change
|
|
—
|
|
(7)
|
|
5
|
Other
|
|
4
|
|
—
|
|
—
|
Effective income tax rate
|
|
(234)
|
|
(83)
|
|
1
|
|
|
December 29,
2012 |
|
December 31,
2011 |
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses and reserves
|
|
$
|
1,791
|
|
|
$
|
4,011
|
|
Inventory
|
|
—
|
|
|
4,036
|
|
||
Deferred revenue
|
|
—
|
|
|
13,047
|
|
||
Stock-based and deferred compensation
|
|
4,164
|
|
|
3,716
|
|
||
Intangible assets
|
|
8,187
|
|
|
9,277
|
|
||
Fixed assets
|
|
—
|
|
|
124
|
|
||
Net operating loss carry forwards
|
|
127,400
|
|
|
125,013
|
|
||
Tax credit carry forwards
|
|
32,446
|
|
|
31,768
|
|
||
Capital loss carry forwards
|
|
6,926
|
|
|
6,916
|
|
||
Unrealized loss on securities
|
|
758
|
|
|
925
|
|
||
Other
|
|
120
|
|
|
81
|
|
||
|
|
181,792
|
|
|
198,914
|
|
||
Less: valuation allowance
|
|
(149,209
|
)
|
|
(147,499
|
)
|
||
Net deferred tax assets
|
|
32,583
|
|
|
51,415
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Fixed Assets
|
|
1,897
|
|
|
—
|
|
||
Prepaid expenses
|
|
—
|
|
|
768
|
|
||
Other
|
|
608
|
|
|
977
|
|
||
Total deferred tax liabilities
|
|
2,505
|
|
|
1,745
|
|
||
Net deferred tax assets
|
|
$
|
30,078
|
|
|
$
|
49,670
|
|
Unrecognized tax benefit
|
|
Amount
|
||
Balance at January 2, 2010
|
|
$
|
6,969
|
|
Additions based on tax positions related to the current year
|
|
786
|
|
|
Additions based on tax positions of prior years
|
|
60
|
|
|
Reduction for tax positions of prior years
|
|
—
|
|
|
Settlements
|
|
—
|
|
|
Reduction as a result of lapse of applicable statute of limitations
|
|
(74
|
)
|
|
Balance at January 1, 2011
|
|
7,741
|
|
|
Additions based on tax positions related to the current year
|
|
15,005
|
|
|
Additions based on tax positions of prior years
|
|
—
|
|
|
Additions for acquisition of SiliconBlue
|
|
298
|
|
|
Reduction for tax positions of prior years
|
|
(106
|
)
|
|
Settlements
|
|
(1,248
|
)
|
|
Reduction as a result of lapse of applicable statute of limitations
|
|
(138
|
)
|
|
Balance at December 31, 2011
|
|
21,552
|
|
|
Additions based on tax positions related to the current year
|
|
384
|
|
|
Additions based on tax positions of prior years
|
|
192
|
|
|
Reduction for tax positions of prior years
|
|
(26
|
)
|
|
Settlements
|
|
(30
|
)
|
|
Reduction as a result of lapse of applicable statute of limitations
|
|
(392
|
)
|
|
Balance at December 29, 2012
|
|
$
|
21,680
|
|
|
Severance and related
|
|
Lease termination
|
|
Other
|
|
Total
|
||||||||
Balance at January 2, 2010
|
$
|
715
|
|
|
$
|
1,508
|
|
|
$
|
13
|
|
|
$
|
2,236
|
|
Restructuring charges
|
198
|
|
|
51
|
|
|
—
|
|
|
249
|
|
||||
Non-cash adjustments
|
(295
|
)
|
|
57
|
|
|
—
|
|
|
(238
|
)
|
||||
Cash payments
|
(443
|
)
|
|
(602
|
)
|
|
—
|
|
|
(1,045
|
)
|
||||
Balance at January 1, 2011
|
175
|
|
|
1,014
|
|
|
13
|
|
|
1,202
|
|
||||
Restructuring charges
|
6,503
|
|
|
11
|
|
|
830
|
|
|
7,344
|
|
||||
Non-cash adjustments
|
(269
|
)
|
|
—
|
|
|
—
|
|
|
(269
|
)
|
||||
Cash payments
|
(4,678
|
)
|
|
(178
|
)
|
|
(843
|
)
|
|
(5,699
|
)
|
||||
Adjustments to prior restructuring costs
|
(175
|
)
|
|
(821
|
)
|
|
—
|
|
|
(996
|
)
|
||||
Balance at December 31, 2011
|
1,556
|
|
|
26
|
|
|
—
|
|
|
1,582
|
|
||||
Restructuring charges
|
4,277
|
|
|
1,083
|
|
|
776
|
|
|
6,136
|
|
||||
Cash payments
|
(3,356
|
)
|
|
(302
|
)
|
|
(518
|
)
|
|
(4,176
|
)
|
||||
Adjustments to prior restructuring costs
|
(104
|
)
|
|
(14
|
)
|
|
—
|
|
|
(118
|
)
|
||||
Balance at December 29, 2012
|
$
|
2,373
|
|
|
$
|
793
|
|
|
$
|
258
|
|
|
$
|
3,424
|
|
|
|
Year Ended
|
||||||||||
|
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
||||||
Line item:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
$
|
525
|
|
|
$
|
461
|
|
|
$
|
312
|
|
Research and development
|
|
3,009
|
|
|
2,697
|
|
|
1,851
|
|
|||
Selling, general and administrative
|
|
3,976
|
|
|
3,095
|
|
|
2,388
|
|
|||
Restructuring charges
|
|
—
|
|
|
103
|
|
|
—
|
|
|||
Total stock-based compensation
|
|
$
|
7,510
|
|
|
$
|
6,356
|
|
|
$
|
4,551
|
|
|
Year Ended
|
||||
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
Employee and Director Stock Options
|
|
|
|
|
|
Expected volatility (%)
|
58.1 to 59.5
|
|
57.4 to 61.9
|
|
55.1 to 61.6
|
Risk-free interest rate (%)
|
.006 to .01
|
|
.003 to .02
|
|
.78 to 2.47
|
Expected term (in years)
|
4.09 to 4.47
|
|
4.05 to 4.37
|
|
4.06 to 4.43
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
Employee Stock Purchase Plan
|
|
|
|
|
|
Weighted average expected volatility (%)
|
50.0
|
|
48.1
|
|
52.3
|
Weighted average risk-free interest rate (%)
|
0.12
|
|
0.14
|
|
0.20
|
Expected term (in years)
|
0.50
|
|
0.50
|
|
0.50
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
|
Shares
|
|
Weighted
average exercise price |
|
Weighted average
remaining contractual term (years) |
|
Aggregate
Intrinsic Value |
||||||
Balance, December 31, 2011
|
9,287
|
|
|
$
|
4.22
|
|
|
|
|
|
|||
Granted
|
3,237
|
|
|
5.96
|
|
|
|
|
|
||||
Exercised
|
(1,342
|
)
|
|
2.56
|
|
|
|
|
|
||||
Forfeited or expired
|
(1,643
|
)
|
|
5.95
|
|
|
|
|
|
||||
Balance, December 29, 2012
|
9,539
|
|
|
$
|
4.74
|
|
|
|
|
|
|||
Vested and expected to vest at December 29, 2012
|
9,539
|
|
|
$
|
4.74
|
|
|
4.53
|
|
|
$
|
4,462
|
|
Exercisable, December 29, 2012
|
5,013
|
|
|
$
|
4.20
|
|
|
3.46
|
|
|
$
|
3,517
|
|
|
|
Year Ended
|
|||||||||||||||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
|||||||||||||||
United States:
|
|
$
|
34,172
|
|
|
12
|
%
|
|
$
|
44,847
|
|
|
14
|
%
|
|
36,211
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
China
|
|
113,585
|
|
|
41
|
|
|
123,124
|
|
|
39
|
|
|
124,910
|
|
|
42
|
|
|||
Europe
|
|
48,202
|
|
|
17
|
|
|
66,319
|
|
|
21
|
|
|
54,332
|
|
|
18
|
|
|||
Japan
|
|
35,696
|
|
|
13
|
|
|
36,961
|
|
|
11
|
|
|
38,992
|
|
|
13
|
|
|||
Taiwan
|
|
8,276
|
|
|
3
|
|
|
8,346
|
|
|
3
|
|
|
8,839
|
|
|
3
|
|
|||
Other Asia
|
|
32,254
|
|
|
11
|
|
|
32,687
|
|
|
10
|
|
|
27,853
|
|
|
10
|
|
|||
Other Americas
|
|
7,071
|
|
|
3
|
|
|
6,082
|
|
|
2
|
|
|
6,631
|
|
|
2
|
|
|||
Total foreign revenue
|
|
245,084
|
|
|
88
|
|
|
273,519
|
|
|
86
|
|
|
261,557
|
|
|
88
|
|
|||
Total revenue
|
|
$
|
279,256
|
|
|
100
|
%
|
|
$
|
318,366
|
|
|
100
|
%
|
|
$
|
297,768
|
|
|
100
|
%
|
|
% of Total Revenue
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Nu Horizons Electronics Corp. (including Arrow Electronics)
|
33
|
%
|
|
22
|
%
|
|
18
|
%
|
Weikeng Group
|
14
|
|
|
14
|
|
|
14
|
|
Avnet, Inc.
|
—
|
|
|
17
|
|
|
17
|
|
All others
|
8
|
|
|
8
|
|
|
7
|
|
All sell-through distributors
|
55
|
%
|
|
61
|
%
|
|
56
|
%
|
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||
|
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
||||||||||||||||
Revenue
|
|
$
|
65,875
|
|
|
$
|
70,889
|
|
|
$
|
70,792
|
|
|
$
|
71,700
|
|
|
$
|
70,170
|
|
|
$
|
81,720
|
|
|
$
|
83,861
|
|
|
$
|
82,615
|
|
Gross margin
|
|
$
|
35,673
|
|
|
$
|
38,548
|
|
|
$
|
37,051
|
|
|
$
|
39,485
|
|
|
$
|
40,463
|
|
|
$
|
47,854
|
|
|
$
|
50,671
|
|
|
$
|
49,609
|
|
Restructuring charges (adjustment)
|
|
$
|
5,375
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
556
|
|
|
$
|
1,097
|
|
|
$
|
1,760
|
|
|
$
|
1,387
|
|
|
$
|
1,835
|
|
Net (loss) income
|
|
$
|
(7,175
|
)
|
|
$
|
(2,175
|
)
|
|
$
|
(12,542
|
)
|
|
$
|
(7,714
|
)
|
|
$
|
40,945
|
|
|
$
|
13,337
|
|
|
$
|
13,031
|
|
|
$
|
10,919
|
|
Basic net (loss) income per share
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.35
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.09
|
|
Diluted net (loss) income per share
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.34
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.09
|
|
|
Consolidated Financial Statements:
|
|
|
|
Consolidated Balance Sheets, at December 29, 2012 and December 31, 2011
|
|
|
|
Consolidated Statements of Operations and Comprehensive (Loss) Income, for the Years ended December 29, 2012, December 31, 2011, and January 1, 2011
|
|
|
|
Consolidated Statements of Changes in Stockholders' Equity, for the Years ended December 29, 2012, December 31, 2011 and January 1, 2011
|
|
|
|
Consolidated Statements of Cash Flows, for the Years ended December 29, 2012, December 31, 2011 and January 1, 2011
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
(2) Financial Statement Schedules.
|
|
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
Exhibit Number
|
|
Description
|
|
|
|
3.1
|
|
The Company’s Restated Certificate of Incorporation filed, as amended on June 4, 2009 (Incorporated by reference to Exhibit 3.1 filed with the Company's Current Report on Form 8-K filed June 4, 2009).
|
|
|
|
3.2
|
|
The Company’s Bylaws, as amended and restated as of June 4, 2009 (Incorporated by reference to Exhibit 3.2 filed with the Company’s Current Report on Form 8-K filed June 4, 2009).
|
|
|
|
10.24*
|
|
Lattice Semiconductor Corporation 1996 Stock Incentive Plan, as amended, and Related Form of Option Agreement.
|
|
|
|
10.33*
|
|
2001 Outside Directors' Stock Option Plan, as amended and restated.
|
|
|
|
10.34*
|
|
2001 Stock Plan, as amended, and related Form of Option Agreement.
|
|
|
|
10.35
|
|
Intellectual Property Agreement by and between Agere Systems Inc. and Agere Systems Guardian Corporation and Lattice Semiconductor Corporation as Buyer, dated January 18, 2002 (Incorporated by reference to Exhibit 10.35 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2001).
|
|
|
|
10.37*
|
|
Lattice Semiconductor Corporation Executive Deferred Compensation Plan, as amended and restated effective as of August 11, 1997 (Incorporated by reference to Exhibit 99.3 filed with the Company’s Registration Statement on Form S-3, as amended, dated October 17, 2002).
|
|
|
|
10.38*
|
|
Amendment No. 1 to the Lattice Semiconductor Corporation Executive Deferred Compensation Plan, as amended, dated November 19, 1999 (Incorporated by reference to Exhibit 99.4 filed with the Company’s Registration Statement on Form S-3, as amended, dated October 17, 2002).
|
|
|
|
10.39
|
|
Registration Rights Agreement, dated as of June 20, 2003, between the Company and the initial purchaser named therein (Incorporated by reference to Exhibit 4.3 filed with the Company’s Registration Statement on Form S-3 on August 13, 2003).
|
Exhibit Number
|
|
Description
|
|
|
|
10.41*
|
|
Form of Indemnification Agreement executed by each director and executive officer of the Company and certain other officers and employees of the Company and its subsidiaries (Incorporated by reference to Exhibit 10.41 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004).
|
|
|
|
10.51*
|
|
Form of Amendment to Stock Option Agreements for 1996 Stock Incentive Plan, as amended, and 2001 Stock Plan, as amended (Incorporated by reference to Exhibit 99.3 filed with the Company’s Current Report on Form 8-K filed on December 12, 2005).
|
|
|
|
10.56*
|
|
Form of Notice of Grant of Restricted Stock Units to Executive Officer (Incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K filed on February 8, 2007).
|
|
|
|
10.63*
|
|
2009 Bonus Plan of Lattice Semiconductor Corporation (Incorporated by reference to Exhibit 10.63 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009).
|
|
|
|
10.66*
|
|
Employment Agreement between Lattice Semiconductor Corporation and Byron Milstead effective as of December 30, 2008 (Incorporated by reference to Exhibit 10.66 filed with the Company's Annual Report on Form 10-K filed for the fiscal year ended January 3, 2009).
|
|
|
|
10.67*
|
|
Employment Agreement between Lattice Semiconductor Corporation and Sean Riley dated September 22, 2008 (Incorporated by reference to Exhibit 10.67 filed with the Company's Current Report on Form 10-Q filed on May 8, 2009).
|
|
|
|
10.69*
|
|
Lattice Semiconductor Corporation 2010 Cash Incentive Compensation Plan (Incorporated by reference to Exhibit 10.69 filed with the Company's Annual Report on Form 10-K filed for the fiscal year ended January 2, 2010).
|
|
|
|
10.70*
|
|
Employment Agreement between Lattice Semiconductor Corporation and Darin G. Billerbeck dated as of November 8, 2010 (Incorporated by reference to Exhibit 10.70 filed with the Company's Quarterly Report on Form 10-Q for the quarter ended October 2, 2010).
|
|
|
|
10.71*
|
|
Employment Agreement between Lattice Semiconductor Corporation and Joe Bedewi dated as of April 11, 2011. (Incorporated by reference to Exhibit 10.71 filed with the Company's Quarterly Report on Form 10-Q for the quarter ended April 2, 2011).
|
|
|
|
10.72*
|
|
Lattice Semiconductor Corporation 2012 Employee Stock Purchase Plan (incorporated by reference to Annex 1 to the Company's Definitive Proxy Statement on Schedule 14A for the 2012 Annual Meeting of Stockholders filed on April 12, 2012).
|
|
|
|
10.73
|
|
Agreement and Plan of Merger, dated as of December 9, 2011, by and among Lattice Corp., Lattice Semiconductor, Ltd., a Bermuda exempted company and a wholly owned subsidiary of Lattice Corp., Aff Inv Acquisition Corporation, a Cayman Islands exempted company and a wholly owned subsidiary of Lattice Ltd., SiliconBlue Technologies Ltd., a Cayman Islands exempted company, and Fortis Advisors LLC, as the representative for SiliconBlue's security holders (Incorporated by reference to Exhibit 2.1 filed with the Company's Current Report on Form 8-K filed on December 19, 2011).
|
|
|
|
10.74*
|
|
Lattice Semiconductor Corporation 2011 Non-Employee Director Equity Incentive Plan (Incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A for the 2011 Annual Meeting of Stockholders filed on April 12, 2011).
|
Exhibit Number
|
|
Description
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant.
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. 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.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
________________
|
|
(1)
|
Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, confidential treatment has been granted to portions of this exhibit, which portions have been deleted and filed separately with the Securities and Exchange Commission.
|
|
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) thereof.
|
|
|
|
(b) See (a)(3) above.
|
|
|
|
(c) See (a)(1) and (2) above.
|
|
LATTICE SEMICONDUCTOR CORPORATION
|
|
|
|
(Registrant)
|
|
By:
|
/s/ J
OE
B
EDEWI
|
|
|
Joe Bedewi
Corporate Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ D
ARIN
G. B
ILLERBECK
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
March 8, 2013
|
Darin G. Billerbeck
|
|
|
|
|
|
|
|
/s/ J
OE
B
EDEWI
|
|
Corporate Vice President and Chief
Financial Officer (Principal Financial and Accounting Officer) |
March 8, 2013
|
Joe Bedewi
|
|
|
|
|
|
|
|
/s/ R
OBIN
A
BRAMS
|
|
Director
|
March 8, 2013
|
Robin Abrams
|
|
|
|
|
|
|
|
/s/ J
OHN
B
OURGOIN
|
|
Director
|
March 8, 2013
|
John Bourgoin
|
|
|
|
|
|
|
|
/s/ P
ATRICK
S. J
ONES
|
|
Director
|
March 8, 2013
|
Patrick S. Jones
|
|
|
|
|
|
|
|
/s/ B
ALAJI
K
RISHNAMURTHY
|
|
Director
|
March 8, 2013
|
Balaji Krishnamurthy
|
|
|
|
|
|
|
|
/s/ W. R
ICHARD
M
ARZ
|
|
Director
|
March 8, 2013
|
W. Richard Marz
|
|
|
|
|
|
|
|
/s/ G
ERHARD
H. P
ARKER
|
|
Director
|
March 8, 2013
|
Gerhard H. Parker
|
|
|
|
|
|
|
|
|
|
Director
|
|
Hans Schwarz
|
|
|
Column A
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
|
Column F
|
||||||||||
Classification
|
Balance at
beginning of period |
|
Charged (Credit) to
costs and expenses |
|
Charged to
other accounts |
|
Write-offs
net of recoveries |
|
Balance at end
of period |
||||||||||
Fiscal year ended December 29, 2012:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for deferred taxes
|
$
|
147,499
|
|
|
$
|
1,652
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
149,209
|
|
Allowance for doubtful accounts
|
939
|
|
|
286
|
|
|
—
|
|
|
(103
|
)
|
|
1,122
|
|
|||||
Allowance for warranty expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
148,438
|
|
|
$
|
1,938
|
|
|
$
|
58
|
|
|
$
|
(103
|
)
|
|
$
|
150,331
|
|
Fiscal year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for deferred taxes
|
$
|
271,208
|
|
|
$
|
(123,709
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
147,499
|
|
Allowance for doubtful accounts
|
866
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
939
|
|
|||||
Allowance for warranty expense
|
99
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
|||||
|
$
|
272,173
|
|
|
$
|
(123,636
|
)
|
|
$
|
—
|
|
|
$
|
(99
|
)
|
|
$
|
148,438
|
|
Fiscal year ended January 1, 2011:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for deferred taxes
|
$
|
292,683
|
|
|
$
|
—
|
|
|
$
|
(476
|
)
|
|
$
|
(20,999
|
)
|
|
$
|
271,208
|
|
Allowance for doubtful accounts
|
963
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
866
|
|
|||||
Allowance for warranty expense
|
153
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
99
|
|
|||||
|
$
|
293,799
|
|
|
$
|
—
|
|
|
$
|
(476
|
)
|
|
$
|
(21,150
|
)
|
|
$
|
272,173
|
|
10.
|
Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale
.
|
•
|
to attract and retain the best available personnel for positions of substantial responsibility,
|
•
|
to provide additional incentive to Employees and Consultants, and
|
•
|
to promote the success of the Company's business.
|
|
Name
|
|
Jurisdiction of Incorporation
|
1.
|
Lattice Semiconductor GmbH
|
|
Germany
|
2.
|
Lattice Semiconducteurs SARL
|
|
France
|
3.
|
Lattice Semiconductor AB
|
|
Sweden
|
4.
|
Lattice Semiconductor Asia Limited
|
|
Hong Kong
|
5.
|
Lattice Semiconductor GK
|
|
Japan
|
6.
|
Lattice Semiconductor (Shanghai) Co. Ltd.
|
|
China
|
7.
|
Lattice Semiconductor UK Limited
|
|
United Kingdom
|
8
|
Lattice Semiconductor SRL
|
|
Italy
|
9.
|
Lattice Semiconductor International LLC
|
|
Delaware, USA
|
10.
|
Lattice Semiconductor Canada Corporation
|
|
Canada
|
11.
|
Lattice Semiconductor (Singapore) Pte. Ltd.
|
|
Singapore
|
12.
|
Lattice SG Pte. Ltd.
|
|
Singapore
|
13.
|
Lattice Semiconductor (PH) Corporation
|
|
Philippines
|
14.
|
Lattice Semiconductor Limited
|
|
Bermuda
|
15.
|
Chengdu SiliconBlue Microelectronics Co., Ltd.
|
|
China
|
16.
|
SiliconBlue Technologies (Hong Kong) Ltd.
|
|
Hong Kong
|
17.
|
SiliconBlue Technologies Korea Co. Ltd.
|
|
South Korea
|
18.
|
Lattice Semiconductor (India) Pvt. Ltd.
|
|
India
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Lattice Semiconductor Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ D
ARIN
G. B
ILLERBECK
|
|
Darin G. Billerbeck
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Lattice Semiconductor Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ J
OE
B
EDEWI
|
|
Joe Bedewi
|
|
Corporate Vice President and Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ D
ARIN
G. B
ILLERBECK
|
|
Darin G. Billerbeck
|
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ J
OE
B
EDEWI
|
|
Joe Bedewi
|
|
Corporate Vice President and Chief Financial Officer
|