The following discussion should be read in conjunction with the condensed
consolidated financial statements and notes thereto included in this Quarterly
Report on Form 10-Q (this "Quarterly Report") and in conjunction with our Annual
Report on Form 10-K for the fiscal year ended December 28, 2019. This Quarterly
Report contains statements that are not historical in nature, are predictive, or
that depend upon or refer to future events or conditions or contain other
forward-looking statements. Statements including, but not limited to, statements
regarding the extent and timing of future revenues and expenses and customer
demand, statements regarding the deployment of our products and services,
statements regarding our reliance on third parties, statements regarding the
anticipated impact on our business of the COVID-19 pandemic and related public
health measures, and other statements using words such as "anticipates,"
"believes," "could," "estimates," "expects," "forecasts," "intends," "may,"
"plans," "projects," "should," "targets," "will" and "would," and words of
similar import and the negatives thereof, constitute forward-looking statements.
These statements are predictions based upon our current expectations about
future events. Actual results could vary materially as a result of certain
factors, including, but not limited to, those expressed in these statements. We
refer you to the "Risk Factors," "Results of Operations," "Quantitative and
Qualitative Disclosures About Market Risk," and "Liquidity and Capital
Resources" sections contained in this Quarterly Report, and the risks discussed
in our other Securities and Exchange Commission ("SEC") filings, which identify
important risks and uncertainties that could cause actual results to differ
materially from those contained in the forward-looking statements.
We urge you to consider these factors carefully in evaluating the
forward-looking statements contained in this Quarterly Report. All subsequent
written or oral forward-looking statements attributable to our company or
persons acting on our behalf are expressly qualified in their entirety by these
cautionary statements. The forward-looking statements included in this Quarterly
Report are made only as of the date of this Quarterly Report. We do not intend,
and undertake no obligation, to update these forward-looking statements.
Business Overview
We enable our customers to develop electronic products. Our products and
services are designed to give our customers a competitive edge in their
development of electronic devices and systems, systems-on-chip ("SoCs"),
integrated circuits ("ICs") and increasingly sophisticated manufactured
products. Our products and services do this by optimizing performance,
minimizing power consumption, shortening the time to bring our customers'
products to market and reducing their design, development and manufacturing
costs. We offer software, hardware, services and reusable IC design blocks,
which are commonly referred to as intellectual property ("IP").
Our strategy, which we call Intelligent System Design™, is to provide the
technologies necessary for our electronic system and semiconductor customers to
develop electronic products across a variety of vertical markets including
consumer, hyperscale computing, mobile, communications, automotive, aerospace
and defense, industrial and healthcare. Our products and services enable our
customers to develop complex and innovative electronic products, so demand for
our technology is driven by our customers' investment in new designs and
products. Historically, the industry that provided the tools used by IC
engineers was referred to as Electronic Design Automation ("EDA"). Today, our
offerings include and extend beyond EDA.
We combine our products into categories related to major design activities:
•Custom IC Design and Simulation;
•Digital IC Design and Signoff;
•Functional Verification;
•IP; and
•System Interconnect and Analysis.
For additional information about our products, see the discussion in Item 1,
"Business," under the heading "Products and Product Strategy," in our Annual
Report on Form 10-K for the fiscal year ended December 28, 2019.
During the first quarter of fiscal 2020, we completed acquisitions of AWR and
Integrand. The aggregate cash consideration for these acquisitions of
approximately $195 million was allocated to the assets acquired and liabilities
assumed based on their respective estimated fair values on the acquisition
dates. These acquisitions enhance our technology portfolio to address growing
RF/microwave design activity, driven by expanding use of 5G communications. We
expect these acquisitions will increase expenses, including amortization of
acquired intangible assets, more than revenue during fiscal 2020.
Management uses certain performance indicators to manage our business, including
revenue, certain elements of operating expenses and cash flow from operations,
and we describe these items further below under the headings "Results of
Operations" and "Liquidity and Capital Resources."
                                       19
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COVID-19 Impact
In March 2020, the World Health Organization declared the outbreak of COVID-19 a
pandemic, which continues to spread throughout the U.S. and the world and has
resulted in authorities implementing numerous measures to contain the virus,
including travel bans and restrictions, quarantines, shelter-in-place orders,
and business limitations and shutdowns. We are unable to accurately predict the
full impact that COVID-19 will have on our results of operations, financial
condition, liquidity and cash flows due to numerous uncertainties, including the
duration and severity of the pandemic and containment measures. Our compliance
with these containment measures has impacted our day-to-day operations and could
disrupt our business and operations, as well as that of our key customers,
suppliers (including contract manufacturers) and other counterparties, for an
indefinite period of time. To support the health and well-being of our
employees, customers, partners and communities, a vast majority of our employees
are still working remotely as of July 20, 2020. In addition, many of our
customers are working remotely, which may delay the timing of some orders and
deliveries due to their and our compliance with frequently changing
government-mandated or recommended shelter-in-place orders in jurisdictions in
which we, our customers and our suppliers operate.
During the second quarter of 2020, we were unable to install some of our
hardware products due to our inability to access certain customer sites.
However, we were able to install hardware products for our other customers in an
amount that was greater than we originally anticipated at the beginning of the
second quarter of 2020. We were also able to regain access to our IP
laboratories to complete and deliver IP products. Our customers are continuing
to place orders for our hardware and IP offerings, and we are delivering these
products earlier than we originally anticipated.
We have also received numerous COVID-19 pandemic-related requests from our
customers to delay their payments to us, while we continue to provide services
to these customers. Because of the significant uncertainty regarding the amount
that we can collect from customers that are requesting delays to their payment
commitments, we have reduced the revenue for the applicable contracts to an
amount that we now expect to collect from these customers.
While the disruptions caused by COVID-19 did not have a material adverse impact
on our financial results for the first half of fiscal 2020, the disruptions to
our operations may result in inefficiencies, delays and additional costs in our
product development, sales, marketing, and customer service efforts that we
cannot fully mitigate through remote or other alternative work arrangements. For
example, we may continue to be unable to install our hardware at certain
customer sites, and access by our employees to our laboratory facilities that
are necessary for the development of certain IP products has been and may
continue to be disrupted due to the shelter-in-place orders. Also, a decrease in
orders in a given period could negatively affect our revenues in future periods,
particularly if experienced on a sustained basis, because a substantial
proportion of our software licenses yield revenue recognized over time. We may
also be unable to collect receivables from those customers significantly
impacted by COVID-19. We will continue to evaluate the nature and extent of the
impact of COVID-19 to our business.
In addition, during the first quarter of fiscal 2020, we borrowed $350.0 million
under our revolving credit facility as a precautionary measure to provide
additional liquidity in light of global economic uncertainty and financial
market conditions caused by the COVID-19 pandemic. We expect that current cash
and cash equivalent balances and cash flows that are generated from operations
will be sufficient to meet our domestic and international working capital needs
and other capital and liquidity requirements for at least the next 12 months.
Critical Accounting Estimates
In preparing our condensed consolidated financial statements, we make
assumptions, judgments and estimates that can have a significant impact on our
revenue, operating income and net income, as well as on the value of certain
assets and liabilities on our condensed consolidated balance sheets. We base our
assumptions, judgments and estimates on historical experience and various other
factors that we believe to be reasonable under the circumstances. At least
quarterly, we evaluate our assumptions, judgments and estimates, and make
changes as deemed necessary.
Due to the COVID-19 pandemic, there has been uncertainty and disruption in the
global economy and financial markets. We are not aware of any specific event or
circumstance that would require updates to our estimates or judgments or require
us to revise the carrying value of our assets or liabilities as of July 20,
2020, the date of issuance of this Quarterly Report on Form 10-Q. These
estimates may change as new events occur and additional information is obtained.
Actual results could differ materially from these estimates under different
assumptions or conditions.
For further information about our critical accounting estimates, see the
discussion in Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," under the heading "Critical Accounting
Estimates" in our Annual Report on Form 10-K for the fiscal year ended
December 28, 2019.
                                       20
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New Accounting Standards Not Yet Adopted
For additional information about the adoption of new accounting standards, see
Note 1 in the notes to condensed consolidated financial statements.
Results of Operations
Financial results for the three and six months ended June 27, 2020, as compared
to the three and six months ended June 29, 2019, reflect the following:
•increased product and maintenance revenue, resulting from growth in IP,
hardware and software;
•increased selling costs, including additional investment in technical sales
support in response to our customers' increasing technological requirements; and
•continued investment in research and development activities focused on creating
and enhancing our products.
Our fiscal years are 52- or 53-week periods ending on the Saturday closest to
December 31. Fiscal 2019 was a 52-week fiscal year. Fiscal 2020 will be a
53-week fiscal year, with an additional week in our fourth quarter of 2020.
Revenue
We primarily generate revenue from licensing our software and IP, selling or
leasing our emulation and prototyping hardware technology, providing maintenance
for our software, hardware and IP, providing engineering services and earning
royalties generated from the use of our IP. The timing of our revenue is
significantly affected by the mix of software, hardware and IP products
generating revenue in any given period and whether the revenue is recognized
over time or at a point in time, upon completion of delivery.
In any fiscal year, we expect that between 85% and 90% of our annual revenue
will be characterized as recurring revenue. Revenue characterized as recurring
includes revenue recognized over time from our software arrangements, services,
royalties, maintenance on IP licenses and hardware, and operating leases of
hardware and revenue recognized at varying points in time over the term of our
IP Access Agreements.
The remainder of our revenue is characterized as up-front revenue. Up-front
revenue is primarily generated by our sales of emulation and prototyping
hardware and individual IP licenses. The percentage of our recurring and
up-front revenue may be impacted by delivery of hardware and IP products to our
customers in any single fiscal period.
Revenue by Period
The following table shows our revenue for the three months ended June 27, 2020
and June 29, 2019 and the change in revenue between periods:

                              Three Months Ended                           Change
                            June 27,       June 29,
                              2020           2019        Amount       Percentage
                                     (In millions, except percentages)
Product and maintenance   $   601.3       $ 548.0       $ 53.3              10  %
Services                       37.1          32.4          4.7              14  %
                          $   638.4       $ 580.4       $ 58.0              10  %


The following table shows our revenue for the six months ended June 27, 2020 and June 29, 2019 and the change in revenue between periods:


                                Six Months Ended                             Change
                            June 27,        June 29,
                              2020            2019         Amount       Percentage
                                      (In millions, except percentages)
Product and maintenance   $ 1,183.1       $ 1,091.6       $ 91.5               8  %
Services                       73.3            65.6          7.7              12  %
Total revenue             $ 1,256.4       $ 1,157.2       $ 99.2               9  %


                                       21

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Product and maintenance revenue increased during the three and six months ended
June 27, 2020, as compared to the three and six months ended June 29, 2019,
primarily because of increased investments by our customers in new, complex
designs for their products that include the design of electronic systems for AI,
5G networks, aerospace and defense, automotive, cloud data center and other
market segments. Services revenue may fluctuate from period to period based on
the timing of fulfillment of our services and IP performance obligations.
No one customer accounted for 10% or more of total revenue during the three and
six months ended June 27, 2020 or June 29, 2019.
Revenue by Product Category
The following table shows the percentage of revenue contributed by each of our
five product categories and services for the past five consecutive quarters:
                                                                                         Three Months Ended
                                         June 27,             March 28,                December 28,                September 28,                June 29,
                                           2020                  2020                      2019                         2019                      2019
Custom IC Design and Simulation               24  %                    25  %                       25  %                        26  %                   26  %
Digital IC Design and Signoff                 28  %                    29  %                       29  %                        30  %                   31  %
Functional Verification, including
Emulation and Prototyping Hardware            24  %                    23  %                       24  %                        20  %                   22  %
IP                                            14  %                    14  %                       13  %                        15  %                   11  %
System Interconnect and Analysis              10  %                     9  %                        9  %                         9  %                   10  %
Total                                        100  %                   100  %                      100  %                       100  %                  100  %


Revenue by product category fluctuates from period to period based on demand for
our products and services, our available resources and our ability to deliver
and support them. Certain of our licensing arrangements allow customers the
ability to remix among software products. Additionally, we have arrangements
with customers that include a combination of our products, with the actual
product selection and number of licensed users to be determined at a later date.
For these arrangements, we estimate the allocation of the revenue to product
categories based upon the expected usage of our products. The actual usage of
our products by these customers may differ and, if that proves to be the case,
the revenue allocation in the table above would differ.
Revenue by Geography
                                     Three Months Ended                           Change
                                   June 27,       June 29,
                                     2020           2019        Amount       Percentage
                                            (In millions, except percentages)
United States                    $   267.0       $ 234.5       $ 32.5              14  %
Other Americas                        10.1          12.0         (1.9)            (16) %
China                                 77.2          68.4          8.8              13  %
Other Asia                           121.3         109.4         11.9              11  %
Europe, Middle East and Africa       116.5         113.8          2.7               2  %
Japan                                 46.3          42.3          4.0               9  %
Total revenue                    $   638.4       $ 580.4       $ 58.0              10  %



                                       22

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                                       Six Months Ended                             Change
                                   June 27,        June 29,
                                     2020            2019         Amount       Percentage
                                             (In millions, except percentages)
United States                    $   525.5       $   477.7       $ 47.8              10  %
Other Americas                        19.0            20.4         (1.4)             (7) %
China                                161.0           127.4         33.6              26  %
Other Asia                           230.9           220.8         10.1               5  %
Europe, Middle East and Africa       232.2           217.3         14.9               7  %
Japan                                 87.8            93.6         (5.8)             (6) %
Total revenue                    $ 1,256.4       $ 1,157.2       $ 99.2               9  %


Revenue in the United States increased during the three and six months ended
June 27, 2020, as compared to the three and six months ended June 29, 2019,
primarily due to an increase in revenue for software and IP offerings.
Revenue in China increased during the three and six months ended June 27, 2020,
as compared to the three and six months ended June 29, 2019, primarily due to an
increase in revenue for IP and hardware offerings. Beginning in the second
quarter of fiscal 2019, we were not able to deliver maintenance or support for
certain customers in China due to the U.S. Department of Commerce's designation
of certain customers to the "Entity List." We expect these restrictions will
continue to impact revenue from certain customers in China during fiscal 2020.
For the primary factors contributing to the change in revenue for other
geographies during the three and six months ended June 27, 2020, as compared to
the three and six months ended June 29, 2019, see the general description under
"Revenue by Period" and "Revenue by Product Category" above.
Revenue by Geography as a Percent of Total Revenue
                                        Three Months Ended                              Six Months Ended
                                      June 27,           June 29,      June 27,          June 29,
                                        2020               2019          2020              2019
United States                                  42  %         40  %         42  %                 41  %
Other Americas                                  2  %          2  %          2  %                  2  %
China                                          12  %         12  %         13  %                 11  %
Other Asia                                     19  %         19  %         18  %                 19  %
Europe, Middle East and Africa                 18  %         20  %         18  %                 19  %
Japan                                           7  %          7  %          7  %                  8  %
Total                                         100  %        100  %        100  %                100  %


Most of our revenue is transacted in the United States dollar. However, certain
revenue transactions are denominated in foreign currencies. For an additional
description of how changes in foreign exchange rates affect our condensed
consolidated financial statements, see the discussion under Item 3,
"Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency
Risk."
Cost of Revenue
                                            Three Months Ended                            Change
                                          June 27,        June 29,
                                            2020            2019        Amount       Percentage
                                                   (In millions, except percentages)

      Cost of product and maintenance   $    55.7        $  43.4       $ 12.3              28  %
      Cost of services                       19.5           18.1          1.4               8  %


                                       23

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                                             Six Months Ended                            Change
                                          June 27,       June 29,
                                            2020           2019        Amount       Percentage
                                                   (In millions, except percentages)

       Cost of product and maintenance   $  111.1       $  93.9       $ 17.2              18  %
       Cost of services                      38.6          38.1          0.5               1  %


Cost of Product and Maintenance
Cost of product and maintenance includes costs associated with the sale and
lease of our emulation and prototyping hardware and licensing of our software
and IP products, certain employee salary and benefits and other employee-related
costs, cost of our customer support services, amortization of technology-related
and maintenance-related acquired intangibles, costs of technical documentation
and royalties payable to third-party vendors. Costs associated with our
emulation and prototyping hardware products include components, assembly,
testing, applicable reserves and overhead. These costs make our cost of
emulation and prototyping hardware products higher, as a percentage of revenue,
than our cost of software and IP products.
A summary of cost of product and maintenance is as follows:
                                            Three Months Ended                            Change
                                          June 27,        June 29,
                                            2020            2019        Amount       Percentage
                                                   (In millions, except percentages)

Product and maintenance-related costs $ 44.2 $ 32.1 $ 12.1

              38  %
Amortization of acquired intangibles         11.5           11.3          0.2               2  %
Total cost of product and maintenance   $    55.7        $  43.4       $ 12.3              28  %



                                            Six Months Ended                            Change
                                         June 27,       June 29,
                                           2020           2019        Amount       Percentage
                                                  (In millions, except percentages)

Product and maintenance-related costs $ 88.8 $ 72.7 $ 16.1

              22  %

Amortization of acquired intangibles 22.3 21.2 1.1

               5  %

Total cost of product and maintenance $ 111.1 $ 93.9 $ 17.2

              18  %


Cost of product and maintenance depends primarily on our hardware product sales in any given period. Cost of product and maintenance is also affected by employee salary and benefits and other employee-related costs, reserves for inventory, as well as the timing and extent to which we acquire intangible assets, acquire or license third-parties' IP or technology, and sell our products that include such acquired or licensed IP or technology. The changes in product and maintenance-related costs for the three and six months ended June 27, 2020, as compared to the three and six months ended June 29, 2019, were due to the following:


                                                                                                   Change
                                                                                Three Months Ended          Six Months Ended
                                                                                               (In millions)
Emulation and prototyping hardware costs                                       $           12.0            $          15.6
Other items                                                                                 0.1            $           0.5
Total change in product and maintenance-related costs                          $           12.1            $          16.1


Costs of emulation and prototyping increased during the three and six months ended June 27, 2020, as compared to the three and six months ended June 29, 2019, primarily due to our ability to deliver hardware products to certain customers and increased reserves for inventory.


                                       24
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Cost of Services
Cost of services primarily includes employee salary, benefits and other
employee-related costs to perform work on revenue-generating projects and costs
to maintain the infrastructure necessary to manage a services organization. Cost
of services may fluctuate from period to period based on our utilization of
design services engineers on revenue-generating projects rather than internal
development projects.
Operating Expenses
Our operating expenses include marketing and sales, research and development,
and general and administrative expenses. Factors that tend to cause our
operating expenses to fluctuate include changes in the number of employees due
to hiring and acquisitions, foreign exchange rate movements, stock-based
compensation, restructuring activities and the impact of our variable
compensation programs that are driven by operating results.
Many of our operating expenses are transacted in various foreign currencies. We
recognize lower expenses in periods when the United States dollar strengthens in
value against other currencies and we recognize higher expenses when the United
States dollar weakens against other currencies. For an additional description of
how changes in foreign exchange rates affect our condensed consolidated
financial statements, see the discussion in Item 3, "Quantitative and
Qualitative Disclosures About Market Risk - Foreign Currency Risk."
Our operating expenses for the three and six months ended June 27, 2020 and
June 29, 2019 were as follows:
                                 Three Months Ended                           Change
                               June 27,       June 29,
                                 2020           2019        Amount       Percentage
                                        (In millions, except percentages)
Marketing and sales          $   120.5       $ 116.2       $  4.3               4  %
Research and development         250.8         231.8         19.0               8  %
General and administrative        35.6          34.4          1.2               3  %
Total operating expenses     $   406.9       $ 382.4       $ 24.5               6  %



                                 Six Months Ended                           Change
                              June 27,      June 29,
                                2020          2019        Amount       Percentage
                                       (In millions, except percentages)
Marketing and sales          $ 246.2       $ 233.1       $ 13.1               6  %
Research and development       492.5         460.0         32.5               7  %
General and administrative      69.2          64.5          4.7               7  %
Total operating expenses     $ 807.9       $ 757.6       $ 50.3               7  %

Our operating expenses, as a percentage of total revenue, for the three and six months ended June 27, 2020 and June 29, 2019 were as follows:


                                    Three Months Ended                              Six Months Ended
                                  June 27,           June 29,      June 27,          June 29,
                                    2020               2019          2020              2019
Marketing and sales                        19  %         20  %         20  %                 20  %
Research and development                   39  %         40  %         39  %                 40  %
General and administrative                  6  %          6  %          6  %                  6  %
Total operating expenses                   64  %         66  %         65  %                 66  %


                                       25

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Marketing and Sales
The increase in marketing and sales expense for the three and six months ended
June 27, 2020, as compared to the three and six months ended June 29, 2019, was
due to the following:
                                                                                               Change
                                                                            

Three Months Ended Six Months Ended


                                                                                            (In millions)
Salary, benefits and other employee-related costs                           $           8.4            $          15.6
Home office-related expenses                                                            2.0                        2.0
Stock-based compensation                                                                0.6                        1.5
Marketing programs                                                                     (2.2)                      (1.8)
Travel and sales meetings                                                              (5.0)                      (5.3)
Other items                                                                             0.5                        1.1
Total change in marketing and sales expense                                 $           4.3            $          13.1


Salary, benefits and other employee-related costs included in marketing and
sales expense increased during the three and six months ended June 27, 2020, as
compared to the three and six months ended June 29, 2019, primarily due to
additional hiring and acquisitions. We expect marketing and sales expense to
increase during the remainder of fiscal 2020, as compared to fiscal 2019, due to
additional headcount from hiring and acquisitions.
Research and Development
The increase in research and development expense for the three and six months
ended June 27, 2020, as compared to the three and six months ended June 29,
2019, was due to the following:
                                                                                                Change
                                                                             Three Months Ended          Six Months Ended
                                                                                            (In millions)
Salary, benefits and other employee-related costs                           $           16.5            $          29.1
Home office-related expenses                                                             5.3                        5.3
Stock-based compensation                                                                 2.0                        4.5
Product development costs                                                                3.3                        3.0
Facilities and other infrastructure costs                                               (4.9)                      (4.3)
Travel                                                                                  (4.1)                      (4.7)
Other items                                                                              0.9                       (0.4)
Total change in research and development expense                            $           19.0            $          32.5


Costs included in research and development expense increased during the three
and six months ended June 27, 2020, as compared to the three and six months
ended June 29, 2019, primarily due to additional hiring and acquisitions. We
expect research and development expense to increase during the remainder of
fiscal 2020, as compared to fiscal 2019, due to additional headcount from hiring
and acquisitions.
                                       26
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General and Administrative
The increase in general and administrative expense for the three and six months
ended June 27, 2020, as compared to the three and six months ended June 29,
2019, was due to the following:
                                                                                              Change
                                                                             Three Months Ended        Six Months Ended
                                                                                           (In millions)
Professional services                                                                   1.4                      4.2
Bad debt                                                                                1.2                      1.3
Salary, benefits and other employee-related costs                                       1.5                      0.9
University endowment                                                                   (3.0)                    (3.0)
Other items                                                                             0.1                      1.3
Total change in general and administrative expense                          $           1.2                      4.7


Costs of professional services included in general and administrative expense
increased during the three and six months ended June 27, 2020, as compared to
the three and six months ended June 29, 2019, primarily due to consulting fees
related to an internal realignment of our international operating structure,
acquisition and integration-related costs.
Restructuring and Other Charges
We have initiated restructuring plans in recent years to better align our
resources with our business strategy. Because the restructuring charges and
related benefits are derived from management's estimates made during the
formulation of the restructuring plans, based on then-currently available
information, our restructuring plans may not achieve the benefits anticipated on
the timetable or at the level contemplated. Additional actions, including
further restructuring of our operations, may be required in the future.
During the six months ended June 27, 2020, we revised certain estimates made in
connection with prior restructuring plans and recorded credits of approximately
$1.3 million. For additional information about our restructuring plans, see Note
9 in the notes to condensed consolidated financial statements.
Interest Expense
                                        Three Months Ended                              Six Months Ended
                                   June 27,             June 29,       June 27,          June 29,
                                     2020                 2019           2020              2019
                                                             (In millions)
Contractual interest expense:
2024 Notes                            3.8                   3.8           7.6                   7.6
Revolving credit facility             1.9                   1.0           2.5                   2.2
Amortization of debt discount:
2024 Notes                            0.2                   0.2           0.4                   0.4
Other                                   -                     -           0.1                   0.2
Total interest expense           $    5.9              $    5.0       $  10.6       $          10.4


We expect interest expense to increase during the remainder of fiscal 2020, as
compared to fiscal 2019. For an additional description of our debt arrangements,
see Note 2 in the notes to condensed consolidated financial statements.
                                       27
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Income Taxes
The following table presents the provision for income taxes and the effective
tax rate for the three and six months ended June 27, 2020 and June 29, 2019:
                                                     Three Months Ended                                       Six Months Ended
                                                June 27,            June 29,            June 27,               June 29,
                                                  2020                2019                2020                   2019
                                                                                        (In millions, except percentages)

Provision for income taxes                    $    19.4           $    21.4          $     25.6           $          29.0
Effective tax rate                                 12.9   %            16.6  %              9.1   %                  11.3  %


The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was
enacted by the United States on March 27, 2020 which did not have a material
impact on our provision for income taxes for the three and six months ended
June 27, 2020.
Our provision for income taxes for the three and six months ended June 27, 2020
was primarily attributable to federal, state and foreign income taxes on our
anticipated fiscal 2020 income, partially offset by tax benefits of $11.3
million and $29.7 million, respectively, related to stock-based compensation
that vested or was exercised during the period.
Our provision for income taxes for the three and six months ended June 29,
2019 was primarily attributable to federal, state and foreign income taxes on
our then-anticipated fiscal 2019 income, partially offset by tax benefits of
$5.8 million and $20.2 million for the three and six months ended June 29, 2019,
respectively, related to stock-based compensation that vested or was exercised
during each period.
On June 29, 2020, the State of California enacted legislation that, for a
three-year period beginning in fiscal 2020, will limit our utilization of
California research and development tax credits and will suspend the use of
California net operating loss deductions. We will account for the effects of the
California tax law change during the third quarter of fiscal 2020, the period of
enactment. We are continuing to analyze the California legislation, but
currently expect to recognize a discrete tax benefit of approximately $19
million during the third quarter of fiscal 2020 due to the release of valuation
allowance on our California research and development tax credit deferred tax
assets as a result of certain tax elections in our 2019 California tax filings.
We expect this tax benefit to be partially offset by an increase in our fiscal
2020 California taxes of approximately $7 million.
Our future effective tax rates may be materially impacted by tax amounts
associated with our foreign earnings at rates different from the United States
federal statutory rate, research credits, the tax impact of stock-based
compensation, accounting for uncertain tax positions, business combinations,
closure of statutes of limitations or settlement of tax audits, changes in
valuation allowance and changes in tax law. A significant amount of our foreign
earnings is generated by our subsidiaries organized in Ireland and Hungary. Our
future effective tax rates may be adversely affected if our earnings were to be
lower in countries where we have lower statutory tax rates. We currently expect
that our fiscal 2020 effective tax rate will be approximately 6%. We expect that
our quarterly effective tax rates will vary from our fiscal 2020 effective tax
rate as a result of recognizing the income tax effects of stock-based awards in
the quarterly periods that the awards vest or are settled and other items that
we cannot anticipate. For additional discussion about how our effective tax rate
could be affected by various risks, see Part II, Item 1A, "Risk Factors."
Liquidity and Capital Resources
                                        As of
                              June 27,       December 28,
                                2020             2019           Change
                                           (In millions)
Cash and cash equivalents   $ 1,189.2       $     705.2       $ 484.0
Net working capital             487.9             497.0          (9.1)


Cash and Cash Equivalents
As of June 27, 2020, our principal sources of liquidity consisted of $1,189.2
million of cash and cash equivalents as compared to $705.2 million as of
December 28, 2019.
                                       28

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During the first quarter of fiscal 2020, we borrowed $350.0 million under our
revolving credit facility as a precautionary measure to provide additional
liquidity in light of the recent global economic uncertainty and financial
market conditions caused by the COVID-19 pandemic. This borrowing represents the
full amount available under our revolving credit facility; however, we are
entitled to request increased capacity up to an additional $250.0 million
subject to the receipt of lender commitments. As of June 27, 2020, the interest
rate on our revolving credit facility was 1.53%. In addition to borrowings under
our revolving credit facility, our primary sources of cash and cash equivalents
during the six months ended June 27, 2020 were cash generated from operations
and proceeds from the issuance of common stock resulting from stock purchases
under our employee stock purchase plan and stock options exercised during the
period.
Our primary uses of cash and cash equivalents during the six months ended
June 27, 2020 were payments related to employee salaries and benefits, operating
expenses, cash paid in business combinations, repurchases of our common stock,
payment of taxes on vesting of restricted stock held by employees, and purchases
of property, plant and equipment.
Approximately 43% of our cash and cash equivalents were held by our foreign
subsidiaries as of June 27, 2020. Our cash and cash equivalents held by our
foreign subsidiaries may vary from period to period due to the timing of
collections and repatriation of foreign earnings. We expect that current cash
and cash equivalent balances and cash flows that are generated from operations
will be sufficient to meet our domestic and international working capital needs
and other capital and liquidity requirements for at least the next 12 months.
Net Working Capital
Net working capital is comprised of current assets less current liabilities, as
shown on our condensed consolidated balance sheets. The increase in our net
working capital as of June 27, 2020, as compared to December 28, 2019, is
primarily due to the timing of cash receipts from customers and disbursements
made to vendors.

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