Restructuring, Asset Impairments and Other, Net

The activity related to the Company’s restructuring, asset impairments and other, net for programs that were either initiated in 2011 or had not been completed as of December 31, 2010, are as follows:

Other

During the quarter and nine months ended September 30, 2011, the Company recorded $61.2 million of asset impairment charges associated with the October 2011 announced shutdown of the Company's Aizu, Japan wafer manufacturing facility by June 2012. The determination to shutdown this facility triggered an impairment analysis of the carrying value of the related long-lived assets. The Company's asset group used for the impairment test was the wafer manufacturing plant. The Company estimated future undiscounted cash flows for the period of continued manufacturing activities and the eventual disposition of the assets using price, volume, cost and salvage value assumptions that management considered reasonable in the circumstances. Based on those undiscounted cash flows for the wafer manufacturing plant, an impairment of the plant and associated long-lived assets was indicated. The impairment charge was recorded as the amount by which the carrying values of the respective assets exceeded their estimated fair values as of September 30, 2011. The fair values were estimated by obtaining third party valuation estimates, which are unobservable inputs. The Aizu, Japan wafer manufacturing facility mainly supports the Automotive and Power Products Group and the Computing and Consumer Products Group. (See Note 13: "Subsequent Events" for further discussion of the Company's October 2011 announced shutdown of the Aizu, Japan wafer manufacturing facility and related charges.)

During the quarter and nine months ended September 30, 2011, the Company recorded zero and $4.8 million, respectively, of other costs associated with damaged inventory and other assets due to the Japanese earthquake and tsunami.

Additionally, in the third quarter of 2011, the Company recorded $0.5 million of other costs associated with the impairment of one project associated with our SDT acquisition, which was determined to be no longer viable.

Restructuring Activities Related to the 2011 Global Workforce Reduction

In the third quarter of 2011, the Company announced plans to reduce worldwide personnel for cost savings purposes. During the third quarter of 2011, a total of 38 employees were notified that their employment with the Company would be terminated due to their positions being eliminated or consolidated in connection with this restructuring. As of the end of the third quarter, 10 of these employees still remained employed by the Company. The Company recorded employee separation charges of approximately $2.3 million related to these terminations. These charges have been included in restructuring, asset impairment and other, net on the consolidated statement of operations for the quarter and nine months ended September 30, 2011. We expect that all of these notified individuals will be officially separated and exited from the Company during the fourth quarter of 2012, with all related benefit payments being made in the same period.



	Balance at Beginning of Period		Charges		Usage			Adjustments		Balance at End of Period
Estimated employee separation costs (in millions):
December 31, 2010 through September 30, 2011	$	—	$	2.3	$	(0.5	)	$	—	$	1.8

Restructuring Activities Related to the 2011 Closure of the Phoenix, Arizona Wafer Manufacturing Facility

In the second quarter of 2011, the Company proceeded with its previously announced plans to close the Phoenix, Arizona wafer manufacturing facility for cost saving purposes. During the nine months ended September 30, 2011, a total of 166 employees were notified that their employment with the Company would be terminated due to their positions being eliminated or consolidated in connection with this restructuring. As of the end of the third quarter, 127 employees had been exited. The remaining 39 employees are expected to be exited in the fourth quarter of 2011.

The Company recorded employee separation charges of approximately $2.5 million related to these terminations. These charges have been included in restructuring, asset impairment and other, net on the consolidated statement of operations for the nine months ended September 30, 2011. We expect that all of these notified individuals will have been officially separated and exited from the Company by the end of the fourth quarter of 2011, with all related benefit payments being made during the third and fourth quarter of 2011.

Additionally, during the nine months ended September 30, 2011, the Company recorded exit costs of approximately $1.6 million, related to the decommissioning of the Phoenix, Arizona wafer manufacturing facility.



	Balance at Beginning of Period		Charges		Usage			Adjustments		Balance at End of Period
Estimated employee separation costs (in millions):
December 31, 2010 through September 30, 2011	$	—	$	2.5	$	(1.7	)	$	—	$	0.8
Estimated costs to exit (in millions):
December 31, 2010 through September 30, 2011	$	—	$	1.6	$	(1.1	)	$	—	$	0.5

Restructuring Activities Related to the 2011 Acquisition of SANYO Semiconductor

Cumulative charges of $10.0 million, net of adjustments, have been recognized through September 30, 2011, related to the 2011 announced plans to integrate and restructure the overlapping operations of SANYO Semiconductor and the Company, in part, for cost savings purposes (See Note 2: “Acquisitions” for further discussion regarding the Company's acquisition of SANYO Semiconductor). As part of these plans, one assembly and test facility is being consolidated into other existing factories. During the first nine months of 2011, a total of 289 employees were terminated and the Company recorded employee separation charges of approximately $8.5 million related to these terminations. These charges have been included in restructuring, asset impairment and other, net on the consolidated statement of operations for the nine months ended September 30, 2011.

During the nine months ended September 30, 2011, the Company recorded exit costs of approximately $1.5 million related to termination of certain leases, purchase agreements, and items relating to the consolidation of factories.

While the Company has the intention of consolidating the front end manufacturing processes of SANYO Semiconductor with those of the Company over the next 12 to 18 months, the anticipated consolidation and associated costs are still being evaluated. If the Company does proceed with the consolidation, it is likely the Company will incur significant expenses to complete these activities.



	Balance at Beginning of Period		Charges		Usage			Adjustments		Balance at End of Period
Estimated employee separation costs (in millions):
December 31, 2010 through September 30, 2011	$	—	$	8.5	$	(8.5	)	$	—	$	—
Estimated costs to exit (in millions):
December 31, 2010 through September 30, 2011	$	—	$	1.5	$	(1.5	)	$	—	$	—

Restructuring Activities Related to the 2010 Acquisition of California Micro Devices Corporation (“CMD”)

Cumulative charges of $3.6 million, net of adjustments, have been recognized through September 30, 2011, related to the January 2010 announced plans to integrate and restructure the overlapping operations of the CMD business and the Company, in part for cost savings purposes.

Cumulative employee separation charges of $3.5 million, net of adjustments, have been recognized through September 30, 2011. A total of 27 employees, including five former executive officers of CMD, were notified during 2010 that their positions were being eliminated or consolidated. As of September 30, 2011, all terminations and related termination benefit payments associated with these plans were completed.

Cumulative exit costs of $0.1 million have been recognized from the inception of this restructuring activity through September 30, 2011, related to charges incurred to terminate certain lease agreements. All payments related to these exit activities are expected to be completed by the end of the fourth quarter of fiscal 2011.



	Balance at Beginning of Period		Charges		Usage			Adjustments		Balance at End of Period
Estimated employee separation charges (in millions):
December 31, 2010 through September 30, 2011	$	1.0	$	—	$	(1.0	)	$	—	$	—
Estimated costs to exit (in millions):
December 31, 2010 through September 30, 2011	$	0.1	$	—	$	(0.1	)	$	—	$	—

Restructuring Activities Related to the 2009 Global Workforce Reduction

Cumulative employee separation charges of $13.0 million, net of adjustments, have been recognized through September 30, 2011, related to the first quarter of 2009 announced plans to reduce worldwide personnel for cost savings purposes. A total of 570 employees were notified during 2009 that their positions were being eliminated or consolidated, all of which were terminated as of December 31, 2010. All terminations associated with this plan were completed by the end of the fourth quarter of 2010, and all related termination benefits were paid out by the end of the first quarter of 2011.



	Balance at Beginning of Period		Charges		Usage			Adjustments		Balance at End of Period
Estimated employee separation charges (in millions):
December 31, 2010 through September 30, 2011	$	0.2	$	—	$	(0.2	)	$	—	$	—

Acquisition of AMIS Holdings, Inc. (“AMIS”)

On March 17, 2008, the Company completed the purchase of AMIS, whereby AMIS became a wholly-owned subsidiary of the Company.

The Company had $10.0 million of accrued liabilities for estimated costs to exit certain activities of AMIS, of which $0.2 million were for employee separation costs and $9.8 million were for exit costs outstanding as of December 31, 2010. During the nine months ended September 30, 2011, the Company paid exit costs associated with the decommissioning costs resulting from the shutdown of a fabrication facility of $0.3 million. All payments related to these activities are expected to be completed by the end of the first quarter of fiscal 2012.



	Balance at Beginning of Period		Usage			Adjustments		Balance at End of Period
Estimated employee separation costs (in millions):
December 31, 2010 through September 30, 2011	0.2		$	—		$	—	$	0.2
Estimated costs to exit (in millions):
December 31, 2010 through September 30, 2011	$	9.8	$	(0.3	)	$	—	$	9.5

A reconciliation of the activity in the tables above to the “Restructuring, asset impairments and other, net” caption on the consolidated statement of operations for the quarter and nine months ended September 30, 2011, is as follows (in millions):



	Quarter Ended		Nine Months Ended
	September 30, 2011		September 30, 2011
Restructuring
2011 Charges:
Estimated employee separation charges	$	2.4	$	13.3
Exit costs	1.3		3.1
Asset Impairment
Aizu Japan wafer manufacturing facility	61.2		61.2
Other
Assets damaged related to Japanese earthquake	—		4.8
Impairment of IPRD	0.5		0.5
	$	65.4	$	82.9