Form 8-K Spansion Inc. For: Jan 22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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____________________

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FORM 8-K

�

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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January 22, 2015

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Date of Report (Date of earliest event reported)

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SPANSION INC.

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(Exact name of registrant as specified in its charter)

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Delaware	001-34747	20-3898239
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
915 DeGuigne Drive P.O. Box 3453 Sunnyvale, California�94088-3453 (Address of principal executive offices) (Zip Code)

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(408) 962-2500

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(Registrants telephone number, including area code)

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N/A

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(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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�Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))�

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Item 2.02 Results of Operations and Financial Condition.

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On January 22, 2015, Spansion Inc. (the Company) issued a press release containing information about the Companys financial results for the fourth quarter ended December 28, 2014. A copy of the press release is furnished as Exhibit 99.1 to this report.

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The information in this Item�2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes of Section�18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

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Item�9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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Exhibit No.�����Description

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99.1��������������� �Press Release dated January 22, 2015.

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[signature page follows]

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SIGNATURES

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Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Date: January 22, 2015	�	SPANSION INC.
�	�	�
�	By:	/s/ Randy W. Furr
�	Name:	Randy W. Furr
�	Title:	Corporate Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

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Exhibit No.�����Description

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99.1�����������������Press Release dated January 22, 2015.

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Exhibit 99.1

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Spansion Inc. Reports Fourth Quarter 2014 Results

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Sunnyvale, California, January 22, 2015 -- Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its fourth quarter ended December 28, 2014.

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On December 1, 2014, Cypress Semiconductor Corporation and Spansion entered into a definitive agreement to merge in an all-stock, tax-free transaction. Under the terms of the agreement, Spansion shareholders will receive 2.457 shares of Cypress common stock for each share of Spansion common stock they own. The shareholders of each company are expected to own approximately 50 percent of the post-merger company.

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In anticipation of this transaction, which is expected to close in the first half of 2015, subject to customary closing conditions, including termination of the applicable waiting period in Japan and approval by Spansion and Cypress stockholders, Spansion will not conduct a fourth quarter earnings call and is not providing profit estimates for the first quarter of 2015. However, Spansion is providing the business outlook for net sales for the first quarter of 2015.

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On a U.S. GAAP basis, Spansion reported fourth quarter net sales of $309.5 million, gross margin of 31.9%, operating loss of $3.0 million, net loss of $9.7 million and diluted net loss of $0.16 per share.

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On a non-GAAP basis, gross margin was 35.8%, operating income was $26.6 million, net income was $20.8 million, and diluted net income per share was $0.30.

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For a reconciliation of GAAP to non-GAAP results, see accompanying tables Reconciliation of U.S. GAAP to Non-GAAP Financial Measures.

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Fourth Quarter 2014 Financial Highlights:

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Revenue of $309.5 million

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Non-GAAP gross margin of 35.8%

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Non-GAAP operating income of $26.6 million or 8.6% of revenue

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Adjusted EBITDA of $41.8 million or 13.5% of revenue

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Non-GAAP Diluted EPS of $0.30 per share

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Cash, cash equivalents and short term investments of $300.7 million

Note: Percentages may not calculate precisely due to rounding.

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Fourth Quarter 2014 Business Highlights:

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Maintained embedded market leadership

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�

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Record design win momentum

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Strong�momentum�and demand for newer products (NAND, HyperFlash" memory, MCUs and analog)

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Expanded licensing revenue with ISSI as licensee of HyperBus" interface and HyperFlash memory

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Continued strength in automotive and industrial

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Launched new products including high-density automotive flash products, intelligent single chip LED IC, low-power wearable development platform, e.MMC memory

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We executed well in the fourth quarter, continuing our rapid pace of new product introductions and achieving record design wins, which increased approximately 30% over the fourth quarter a year ago, said John Kispert, CEO of Spansion. Additionally, we had a transformational 2014, growing our technologies, products, financial and brand position as an innovator in embedded systems solutions for automotive, industrial, IoT, consumer and communications. We expect our product and design win momentum to continue this year.

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Fourth quarter net sales were comprised of $163 million from flash memory, $133 million from the microcontroller and analog mixed-signal businesses, and $13 million from licensing. From an end market and regional perspective, revenue distribution was generally in line with expectations. The fourth quarter showed continued growth in NAND, with record revenue of $48 million, and internal fab equipment utilization rate remained flat at roughly 70%.

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Fourth Quarter 2014 Results

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U.S. GAAP Results, in $millions except per share data and percentages�

�	Q4 2014	Q3 2014	Q4 2013
Net Sales	$309.5	$315.9	$313.7
Gross Margin	31.9%	31.9%	29.7%
Operating Loss	$(3.0)	$(2.9)	$(9.4)
Operating Margin	(1.0%)	(0.9%)	(3.0%)
Net Loss	$(9.7)	$(10.8)	$(23.7)
Diluted Net Loss Per Share	$(0.16)	$(0.18)	$(0.40)

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Non-GAAP Results, in $millions except per share data and percentages�

�	Q4 2014	Q3 2014	Q4 2013
Net Sales	$309.5	$315.9	$313.7
Gross Margin	35.8%	35.4%	34.1%
Operating Income	$26.6	$24.9	$25.5
Operating Margin	8.6%	7.9%	8.1%
Net Income	$20.8	$17.9	$12.6
Diluted Net Income Per Share	$0.30	$0.27	$0.20

Note: Percentages may not calculate precisely due to rounding.

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Business Outlook

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For the first quarter of 2015, Spansion estimates net sales in the range of $270 million to $310 million. The company expects momentum in NAND and strength in the transportation and industrial markets to be offset by typical first quarter seasonality and changes in foreign exchange rates in Japan.

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About Spansion

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Spansion (NYSE: CODE) is a global leader in embedded systems solutions. Spansions flash memory, microcontrollers, analog and mixed-signal products drive the development of faster, intelligent, secure and energy efficient electronics.�Spansion is at the heart of electronics systems, connecting, controlling, storing and powering everything from automotive electronics and industrial systems to the highly interactive and immersive consumer devices that are enriching people's daily lives. For more information, visit http://www.spansion.com.

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Spansion�, the Spansion logo, MirrorBit�, HyperBus, HyperFlash, HyperRAM and combinations thereof, are trademarks or registered trademarks of Spansion LLC in the United States and other countries. Other names used are for informational purposes only and may be trademarks of their respective owners.

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Cautionary Statement

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This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our estimated net sales, expectations regarding demand for and interest in our products, and expectations regarding the timing and benefits of the proposed merger with Cypress Semiconductor Corporation. Forward-looking statements are subject to risks and uncertainties, and actual events or results may differ materially from those projected in such statements. Factors that could cause our actual results to differ materially include, but are not limited to, those discussed under "Part I, Item 1A. Risk Factors" in our 2013 Annual Report on Form 10-K, as amended by the Form 10-K/A filed July 8, 2014. These risks include uncertainty that may be associated with our recently announced entry into an agreement and plan of merger with Cypress Semiconductor Corporation, and our ability to: accurately forecast customer demand for our products; manage risks associated with our investment in new business strategies and acquisitions; maintain our distribution relationships and channels in the future; manage risks associated with our global customer base and support structure; maintain and manage relations with third party manufacturers; maintain manufacturing efficiency; and protect our intellectual property and defend against infringement or other intellectual property claims. We undertake no obligation to revise or update any forward-looking statements to reflect any events or circumstances that arise after the date of this release, or to conform such statements to actual results or changes in our expectations.

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No Offer or Solicitation

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This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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Additional Information and Where to Find It

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In connection with the proposed merger, Cypress has filed a registration statement on Form S-4, which includes a preliminary joint proxy statement/prospectus and other documents concerning the proposed merger with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED (WHEN THEY BECOME AVAILABLE) WITH THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CYPRESS, SPANSION, AND THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus and any other documents filed by Cypress and Spansion with the SEC at the SECs website at www.sec.gov. They may also be obtained for free by contacting Cypress Investor Relations at http://investors.cypress.com/contactus.cfm or by telephone at (408) 943-2656 or by contacting Spansion Investor Relations at [email protected] or by telephone at (408) 962-2500. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.

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Participants in the Solicitation

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Each of Spansion and Cypress and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from their respective stockholders with respect to the transactions contemplated by the merger agreement. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Cypress or Spansion security holders in connection with the proposed merger is or will be set forth in the registration statement and the joint proxy statement/prospectus when filed with the SEC. Information regarding Spansions executive officers and directors is included in Spansions Proxy Statement for its 2014 Annual Meeting of Stockholders, filed with the SEC on April 18, 2014, and its Current Report on Form 8-K, filed with the SEC on August 19, 2014, and information regarding Cypress executive officers and directors is included in Cypress Proxy Statement for its 2014 Annual Meeting of Stockholders, filed with the SEC on March 28, 2014 and its Current Report on Form 8-K, filed with the SEC on April 2, 2014. Copies of the foregoing documents may be obtained as provided above. Certain executive officers and directors of Cypress and Spansion have interests in the transaction that may differ from the interests of Cypress and Spansion stockholders generally. These interests are described in the preliminary joint proxy statement/prospectus when it becomes available.

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Press Contact: � Michele Landry Spansion Inc. +1.408.616.3817 [email protected]

Investor Relations: � Rahul Mathur Spansion Inc. +1.408.616.6682 [email protected]

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Spansion Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except per share amounts)

�

�

�

Three Months Ended December 28, 2014

�

�

Three Months Ended September 28, 2014

�

�

Three Months Ended December 29, 2013

�

Net sales

�

$

309,509

�

�

$

315,930

�

�

$

313,670

�

Cost of sales

�

�

210,711

�

�

�

215,102

�

�

�

220,422

�

Gross profit

�

�

98,798

�

�

�

100,828

�

�

�

93,248

�

Research and development

�

�

44,697

�

�

�

43,241

�

�

�

42,102

�

Sales, general and administrative

�

�

57,117

�

�

�

60,457

�

�

�

60,824

�

Restructuring credits

�

�

-

�

�

�

-

�

�

�

(247

)

Operating loss

�

�

(3,016

)

�

�

(2,870

)

�

�

(9,431

)

Interest income and other, net

�

�

360

�

�

�

453

�

�

�

(3,252

)

Interest expense

�

�

(5,982

)

�

�

(5,988

)

�

�

(7,459

)

Loss on acquisition of the Microcontroller and Analog business

�

�

-

�

�

�

-

�

�

�

(255

)

Loss before income taxes

�

�

(8,638

)

�

�

(8,405

)

�

�

(20,397

)

Provision for income taxes

�

�

1,021

�

�

�

2,441

�

�

�

3,301

�

Net loss

�

$

(9,659

)

�

$

(10,846

)

�

$

(23,698

)

Net loss per common share

�

�

�

�

�

�

�

�

�

�

�

�

Basic

�

$

(0.16

)

�

$

(0.18

)

�

$

(0.40

)

Diluted

�

$

(0.16

)

�

$

(0.18

)

�

$

(0.40

)

Shares used in per share calculation

�

�

�

�

�

�

�

�

�

�

�

�

Basic

�

�

62,239

�

�

�

61,543

�

�

�

58,878

�

Diluted

�

�

62,239

�

�

�

61,543

�

�

�

58,878

�

�

�

Spansion Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands except par value and shares)

�

Assets

�

December 28, 2014

�

�

September 28, 2014

�

�

December 29, 2013

�

Current assets:

�

�

�

�

�

�

�

�

�

�

�

�

Cash and cash equivalents

�

$

250,065

�

�

$

281,991

�

�

$

286,069

�

Short-term investments

�

�

50,588

�

�

�

44,778

�

�

�

25,428

�

Accounts receivable, net

�

�

136,863

�

�

�

164,933

�

�

�

177,838

�

Inventories

�

�

310,724

�

�

�

269,267

�

�

�

254,154

�

Deferred income taxes

�

�

6,783

�

�

�

9,282

�

�

�

4,592

�

Prepaid expenses and other current assets

�

�

63,166

�

�

�

56,154

�

�

�

52,756

�

Total current assets

�

�

818,189

�

�

�

826,405

�

�

�

800,837

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Property, plant and equipment, net

�

�

199,395

�

�

�

189,266

�

�

�

185,505

�

Intangible assets

�

�

131,529

�

�

�

140,835

�

�

�

167,949

�

Goodwill

�

�

166,133

�

�

�

166,334

�

�

�

166,422

�

Other assets

�

�

59,606

�

�

�

61,456

�

�

�

60,208

�

Total assets

�

$

1,374,852

�

�

$

1,384,296

�

�

$

1,380,921

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Liabilities and Equity

�

�

�

�

�

�

�

�

�

�

�

�

Current liabilities:

�

�

�

�

�

�

�

�

�

�

�

�

Accounts payable

�

�

173,698

�

�

�

153,785

�

�

�

126,680

�

Accrued compensation and benefits

�

�

34,079

�

�

�

44,441

�

�

�

57,876

�

Accrued liabilities and other

�

�

130,082

�

�

�

149,048

�

�

�

86,352

�

Income taxes payable

�

�

1,361

�

�

�

486

�

�

�

4,651

�

Deferred income

�

�

35,283

�

�

�

37,745

�

�

�

30,247

�

Current portion of long-term debt

�

�

37,881

�

�

�

22,285

�

�

�

97,320

�

Total current liabilities

�

�

412,384

�

�

�

407,790

�

�

�

403,126

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Deferred income taxes

�

�

5,024

�

�

�

4,917

�

�

�

3,675

�

Long-term debt, less current portion

�

�

372,296

�

�

�

387,284

�

�

�

404,612

�

Other long-term liabilities

�

�

41,404

�

�

�

50,385

�

�

�

32,048

�

Total liabilities

�

�

831,108

�

�

�

850,376

�

�

�

843,461

�

Stockholders equity

�

�

�

�

�

�

�

�

�

�

�

�

Class A Common stock, $0.001 par value, 150,000,000 shares authorized, 62,585,032 shares issued and outstanding as of December 28, 2014 (61,819,732 shares as of September 28, 2014 and 58,882,949 shares as of December 29, 2013)

�

�

63

�

�

�

62

�

�

�

59

�

Class B common stock, $0.001 par value, 1 share authorized, 0 share issued and outstanding as of December 28, 2014 and September 28, 2014 (1 share issued and outstanding as of December 29, 2013)

�

�

-

�

�

�

-

�

�

�

-

�

Preferred stock, $0.001 par value, 50,000,000 shares authorized, 0 shares issued and outstanding

�

�

-

�

�

�

-

�

�

�

-

�

Additional paid-in capital

�

�

806,916

�

�

�

786,667

�

�

�

747,393

�

Accumulated deficit

�

�

(260,933

)

�

�

(251,275

)

�

�

(205,959

)

Accumulated other comprehensive loss

�

�

(2,302

)

�

�

(1,534

)

�

�

(4,033

)

Total stockholders equity

�

�

543,744

�

�

�

533,920

�

�

�

537,460

�

Total liabilities and stockholders equity

�

$

1,374,852

�

�

$

1,384,296

�

�

$

1,380,921

�

�

�

Spansion Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

�

�

�

Three Months Ended December 28, 2014

�

�

Three Months Ended September 28, 2014

�

�

Three Months Ended December 29, 2013

�

Cash Flows from Operating Activities:

�

�

�

�

�

�

�

�

�

�

�

�

Net Loss

�

$

(9,659

)

�

$

(10,846

)

�

$

(23,698

)

Adjustments to reconcile net loss to net cash provided by operating activities:

�

�

�

�

�

�

�

�

�

�

�

�

Depreciation and amortization

�

�

27,624

�

�

�

27,284

�

�

�

26,162

�

Provision (benefit) from deferred income taxes

�

�

671

�

�

�

(3,316

)

�

�

(1,257

)

Net loss (gain) on sale and disposal of property, plant and equipment

�

�

123

�

�

�

(22

)

�

�

2

�

Loss on acquisition of microcontroller and analog business

�

�

-

�

�

�

-

�

�

�

255

�

Gain on recovery from impaired investments

�

�

(205

)

�

�

(723

)

�

�

(444

)

Compensation recognized under employee stock plans

�

�

15,188

�

�

�

9,476

�

�

�

7,363

�

Changes in operating assets and liabilities

�

�

(36,908

)

�

�

12,828

�

�

�

12,477

�

Net cash provided by (used for) operating activities

�

�

(3,166

)

�

�

34,681

�

�

�

20,860

�

Cash Flows from Investing Activities:

�

�

�

�

�

�

�

�

�

�

�

�

Proceeds from sale of property, plant and equipment

�

�

73

�

�

�

29

�

�

�

-

�

Purchase of property, plant and equipment

�

�

(24,963

)

�

�

(12,271

)

�

�

(13,242

)

Purchase of marketable securities

�

�

(14,717

)

�

�

(14,390

)

�

�

(20,014

)

Proceeds from sale and maturities of marketable securities

�

�

8,906

�

�

�

5,455

�

�

�

29,952

�

Proceeds from recovery of impaired investments

�

�

223

�

�

�

723

�

�

�

444

�

Acquisition, net of cash acquired

�

�

-

�

�

�

-

�

�

�

(1,808

)

Net cash used for investing activities

�

�

(30,478

)

�

�

(20,454

)

�

�

(4,668

)

Cash Flows from Financing Activities:

�

�

�

�

�

�

�

�

�

�

�

�

Proceeds from issuance of common stock due to options exercised

�

�

5,064

�

�

�

4,792

�

�

�

390

�

Payments on financing arrangements

�

�

(2,336

)

�

�

(4,666

)

�

�

(5,053

)

Additional borrowings on term loan, net of discount

�

�

-

�

�

�

-

�

�

�

82,117

�

Refinancing costs on debt

�

�

-

�

�

�

-

�

�

�

(134

)

Net cash provided by financing activities

�

�

2,728

�

�

�

126

�

�

�

77,320

�

Effect of exchange rate on cash and cash equivalents

�

�

(1,010

)

�

�

(1,292

)

�

�

(468

)

Net increase (decrease) in cash and cash equivalents

�

�

(31,926

)

�

�

13,061

�

�

�

93,044

�

Cash and cash equivalents at the beginning of period

�

�

281,991

�

�

�

268,930

�

�

�

193,025

�

Cash and cash equivalents at end of period

�

$

250,065

�

�

$

281,991

�

�

$

286,069

�

�

�

Use of Non-GAAP Financial Information

�

To provide investors and others with additional information regarding Spansions operating results, we have disclosed in this press release certain non-GAAP financial measures, including gross profit, operating income, net income, and adjusted EBITDA. These non-GAAP financial measures are a supplement to, and not a substitute for or superior to, the companys results presented in accordance with U.S. GAAP.

�

�

The non-GAAP financial measures are provided to enhance the users overall understanding of the companys operating performance. Specifically, the company believes the non-GAAP information provides useful measures to investors regarding the companys financial performance by excluding certain expenses that the company believes are not indicative of its core operating results. For more information on non-GAAP financial measures, please see the reconciliations of such measures in the tables of this release.

�

Management believes these non-GAAP financial measures reflect Spansions ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in Spansions business, as they exclude expenses that are not reflective of ongoing operating results and provide useful information to investors and others in understanding and evaluating Spansions operating results and future prospects in the same manner as management. During the quarter ended December 28, 2014, the presentation of non-GAAP financial information included adjustments such as intangibles amortization, equity compensation expense, inventory markup amortization, Cypress merger costs, defensive litigation reserve, financing arrangements related costs, gain on recovery from impaired investments, reversal of expense accruals related to foundry and others, to net income as they are either non-cash or non-recurring in nature. The amounts in the U.S. GAAP to Non-GAAP reconciliation below for litigation reserves include the impact of actual expense incurred and adjustments to the accrual for estimated defensive litigation costs for the next 4 quarters per company policy. Actual expense incurred for defensive litigation was $7.1 million in Q4 2014 and $8.1 million in Q3 2014.

�

�

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

�

Gross Profit to Non-GAAP�Gross Profit

($ in millions)

�

Q4 2014

�

�

Q3 2014

�

�

Q4 2013

�

GAAP gross profit

�

$

98.8

�

�

$

100.8

�

�

$

93.2

�

Adjustments:

�

�

�

�

�

�

�

�

�

�

�

�

Intangibles amortization

�

�

8.9

�

�

�

8.9

�

�

�

8.9

�

Inventory mark-up amortization relating to Microcontroller and Analog business acquisition

�

�

0.8

�

�

�

0.6

�

�

�

3.1

�

Equity compensation expense

�

�

3.5

�

�

�

1.6

�

�

�

1.7

�

Reversal of expense accruals related to Foundry

�

�

(1.4

)

�

�

-

�

�

�

-

�

Acquisition related costs

�

�

-

�

�

�

-

�

�

�

0.1

�

Non-GAAP Gross Profit

�

$

110.7

�

�

$

112.0

�

�

$

107.0

�

�

�

Operating Loss to Non-GAAP Operating Income

($ in millions)

�

Q4 2014

�

�

Q3 2014

�

�

Q4 2013

�

GAAP operating loss

�

$

(3.0

)

�

$

(2.9

)

�

$

(9.4

)

Adjustments:

�

�

�

�

�

�

�

�

�

�

�

�

Intangibles amortization

�

�

8.9

�

�

�

8.9

�

�

�

8.9

�

Inventory mark-up amortization relating to Microcontroller and Analog business acquisition

�

�

0.8

�

�

�

0.6

�

�

�

3.1

�

Equity compensation expense

�

�

15.2

�

�

�

9.5

�

�

�

7.4

�

Cypress merger and Microcontroller and Analog business integration related costs

�

�

4.5

�

�

�

3.6

�

�

�

2.7

�

Reversal of expense accruals related to Foundry

�

�

(1.4

)

�

�

-

�

�

�

-

�

Defensive litigation reserve

�

�

0.6

�

�

�

5.1

�

�

�

13.1

�

Others

�

�

1.0

�

�

�

-

�

�

�

(0.2

)

Non-GAAP Operating Income

�

$

26.6

�

�

$

24.9

�

�

$

25.5

�

�

Net Loss to Non-GAAP Net Income and Adjusted EBITDA

($ in millions)

�

Q4 2014

�

�

Q3 2014

�

�

Q4 2013

�

GAAP net loss

�

$

(9.7

)

�

$

(10.8

)

�

$

(23.7

)

Adjustments:

�

�

�

�

�

�

�

�

�

�

�

�

Intangibles amortization

�

�

8.9

�

�

�

8.9

�

�

�

8.9

�

Inventory mark-up amortization relating to Microcontroller and Analog business acquisition

�

�

0.8

�

�

�

0.6

�

�

�

3.1

�

Equity compensation expense

�

�

15.2

�

�

�

9.5

�

�

�

7.4

�

Financing arrangements related costs

�

�

-

�

�

�

-

�

�

�

0.3

�

Accretion of interest on 2.0% Senior Exchangeable Notes

�

�

1.2

�

�

�

1.2

�

�

�

1.1

�

Defensive litigation reserve

�

�

0.6

�

�

�

5.1

�

�

�

13.1

�

Cypress merger and Microcontroller and Analog business integration related costs

�

�

4.5

�

�

�

3.6

�

�

�

3.0

�

Reversal of expense accruals related to Foundry

�

�

(1.4

)

�

�

-

�

�

�

-

�

Gain on recovery from impaired investment

�

�

(0.2

)

�

�

(0.7

)

�

�

(0.4

)

Others

�

�

0.8

�

�

�

0.6

�

�

�

(0.1

)

Non-GAAP Net Income

�

$

20.8

�

�

$

17.9

�

�

$

12.6

�

Interest income and other, net

�

�

4.1

�

�

�

4.5

�

�

�

9.6

�

Taxes

�

�

1.8

�

�

�

2.4

�

�

�

3.3

�

Depreciation

�

�

15.1

�

�

�

14.6

�

�

�

13.3

�

Adjusted EBITDA

�

$

41.8

�

�

$

39.5

�

�

$

38.8

�

�

Note: Totals may not add precisely due to rounding.

�

�

9

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