News Column

CTS CORP - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A")

July 29, 2014

Overview

CTS Corporation ("CTS", "we", "our", "us") is a global manufacturer of electronic components and sensors used primarily in the automotive, communications, defense and aerospace, medical, industrial and computer markets.

Results of Operations: Second Quarter 2014 and Second Quarter 2013

The following table highlights changes in significant components of the Unaudited Condensed Consolidated Statements of Earnings (loss) for the quarters ended June 29, 2014 and June 30, 2013:

(Amounts in thousands, except percentages and per share amounts):

Three Months Ended Percent Percent of Percent of June 29, 2014 June 30, 2013 Change Net Sales - 2014 Net Sales - 2013 Net sales $ 102,980$ 105,381 (2.3 ) 100.0 100.0 Cost of goods sold (1) 69,157 72,981 (5.2 ) 67.2 69.3 Gross margin 33,823 32,400 4.4 32.8 30.7 Operating expenses 23,878 29,957 (20.3 ) 23.2 28.4 Operating earnings 9,945 2,443 307.1 9.7 2.3 Other expense (303 ) (214 ) 42.1 (0.3 ) (0.2 ) Earnings from continuing operations before income taxes 9,642 2,229 332.5 9.4 2.1 Income tax expense 3,281 12,482 (73.7 ) 3.2 (11.8 ) Earnings (loss) from continuing operations 6,361 (10,253 ) N/M 6.2 (9.7 ) Loss from discontinued operations, net of taxes 0 (1,082 ) N/M 0.0 (1.0 ) Net earnings (loss) $ 6,361 $ (11,335 ) N/M 6.2 (10.7 ) Diluted earnings per share: Diluted earnings (loss) per share from continuing operations $ 0.19 $ (0.31 ) Diluted loss per share from discontinued operations 0.00 (0.03 ) Diluted net earnings (loss) per share $ 0.19 $ (0.34 )



(1) Cost of goods sold includes restructuring related costs of $338 in 2014 and

$637 in 2013. N/M = not meaningful Sales of $102,980,000 in the second quarter of 2014 decreased $2,401,000 or 2.3% from the second quarter of 2013. The decrease was driven by a $4,628,000 decline in sales related to lower shipments of electronic components, mainly frequency and HDD products. Sales to automotive markets increased $2,227,000 related primarily to pedal modules and actuators.



Gross margin as a percent of sales was 32.8% in the second quarter of 2014 compared to 30.7% in the second quarter of 2013. The increase in gross margin resulted from productivity improvements, mix and favorable foreign exchange impact on operating results.

Operating expenses are summarized in the following table (in thousands):

Three Months Ended June 29, 2014June 30, 2013

Selling, general and administrative expenses $ 15,813$ 17,157 Research and development expenses 5,332 5,771 Restructuring and impairment charges 2,733 7,029 Total operating expenses $ 23,878$ 29,957 20



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Selling, general and administrative expenses were 15.4% of sales in the second quarter of 2014 versus 16.3% of sales in the comparable quarter of 2013. The decrease is attributable to cost containment efforts in 2014, costs for CTS' CEO transition in 2013 and pension income in 2014 compared to pension expense in 2013. Research and development expenses were 5.2% of sales in the second quarter of 2014 compared to 5.5% of sales in the comparable quarter of 2013. The decrease was driven by timing of R&D projects and cost reductions related to restructuring actions. Research and development expenses are primarily focused on expanded applications of existing products and new product development as well as current product and process enhancements. Restructuring and impairment charges declined in the second quarter of 2014 compared to the comparable period of 2013. The second quarter 2014 charges totaled $2,733,000 and consist primarily of accruals for severance costs related to the consolidation of CTS' Canadian operation in Streetsville, Ontario into other CTS facilities. The second quarter 2013 charges totaled $7,029,000 and consist primarily of severance accruals, asset impairments and inventory write-downs related to the consolidation of CTS' U.K. manufacturing facility into the Czech Republic facility, discontinued manufacturing at our Singapore facility and corporate office restructuring. Operating earnings were $9,945,000 in the second quarter of 2014 compared to $2,443,000 in the comparable quarter of 2013 as a result of the items discussed above. Other income and expense items are summarized in the following table (in thousands): Three Months Ended June 29, 2014 June 30, 2013 Interest expense $ (582 ) $ (1,058 ) Interest income 688 446 Other (expense) income, net (409 )



398

Total other expense $ (303 ) $



(214 )

Interest expense decreased in the second quarter of 2014 versus 2013 as a result of lower borrowings enabled by the proceeds from the EMS divestiture in the fourth quarter of 2013. Interest income increased primarily due to higher cash balances. Other expense in the second quarter of 2014 is primarily due to the unfavorable foreign exchange impact related to the depreciation of the Chinese Renminbi. Three Months Ended June 29, 2014 June 30, 2013 Effective tax rate 34.0 % 560.0 % The effective income tax rate for the second quarter of 2014 was 34.0%. The 2014 effective rate reflects higher profits, primarily from a change in the mix of earnings by jurisdiction, and the effect of tax adjustments in the quarter which decreased the rate by 2.6%. The 2013 effective tax rate reflects $10,800,000 of tax expense related to a $30,000,000 cash repatriation from Singapore to the U.S. as a result of the Singapore restructuring and tax expense of $1,000,000 for the write-off of deferred tax assets in the U.K. related to the June 2013 Restructuring Plan. Net earnings from continuing operations were $6,361,000 or $0.19 per diluted share in the second quarter of 2014 compared to a net loss from continuing operations of $10,253,000 or $0.31 per diluted share in the comparable quarter of 2013. The loss from discontinued operations in the second quarter of 2013 represents the loss from the CTS EMS business which was divested in the fourth quarter of 2013. 21



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Results of Operations: Six months ended June 29, 2014 versus six months ended June 30, 2013

The following table highlights changes in significant components of the Unaudited Condensed Consolidated Statements of Earnings (loss) for the six month periods ended June 29, 2014 and June 30, 2013:

(Amounts in thousands, except percentages and per share amounts):

Six Months Ended Percent Percent of Percent of June 29, 2014 June 30, 2013 Change Net Sales - 2014 Net Sales - 2013 Net sales $ 203,686$ 203,443 0.1 100.0 100.0 Cost of goods sold (1) 139,248 144,257 (3.5 ) 68.4 70.9 Gross margin 64,438 59,186 8.9 31.6 29.1 Operating expenses 43,648 54,062 (19.3 ) 21.4 26.6 Operating earnings 20,790 5,124 305.7 10.2 2.5 Other expense (2,123 ) (1,214 ) 74.9 (1.0 ) (0.6 ) Earnings from continuing operations before income taxes 18,667 3,910 377.4 9.2 1.9 Income tax expense 7,226 11,176 (35.3 ) 3.5 5.5 Earnings (loss) from continuing operations 11,441 (7,266 ) N/M 5.6 (3.6 ) Loss from discontinued operations, net of taxes 0 (501 ) N/M 0.0 (0.2 ) Net earnings (loss) $ 11,441$ (7,767 ) N/M 5.6 (3.8 ) Diluted earnings per share: Diluted earnings (loss) per share from continuing operations $ 0.33 $ (0.22 ) Diluted loss per share from discontinued operations 0.00 (0.01 ) Diluted net earnings (loss) per share $ 0.33 $ (0.23 )



(1) Cost of goods sold includes restructuring related costs of $910 in 2014 and

$688 in 2013. N/M = not meaningful Sales of $203,686,000 in the first six months of 2014 increased $243,000 or 0.1% from the comparable period of 2013. Sales to automotive markets increased $6,300,000 related primarily to pedal modules and actuators. Other sales were $6,057,000 lower driven by lower shipments of electronic components, mainly frequency and HDD products.



Gross margin as a percent of sales was 31.6% in the first six months of 2014 versus 29.1% in the comparable period of 2013. The increase in gross margin resulted from productivity improvements, mix and favorable foreign exchange impact on operating results.

Operating expenses are summarized in the following table (in thousands):

Six Months Ended June 29, 2014June 30, 2013

Selling, general and administrative expenses $ 29,454$ 34,833 Research and development expenses 10,958 12,023 Restructuring and impairment charges 3,236 7,206 Total operating expenses $ 43,648$ 54,062 Selling, general and administrative expenses were 14.5% of sales in the first six months of 2014 versus 17.1% of sales in the comparable period of 2013. The decrease is attributable to cost containment efforts in 2014, costs for CTS' CEO transition in 2013, a gain on sale of fixed assets in 2014 as part of CTS' footprint rationalization plan and pension income in 2014 compared to pension expense in 2013. Research and development expenses were 5.4% of sales in the first six months of 2014 compared to 5.9% of sales in the comparable period of 2013. The decrease was driven by higher non-recurring engineering funding from customers, timing of R&D projects and cost reductions related to restructuring actions. Research and development expenses are primarily focused on expanded applications of existing products and new product development as well as current product and process enhancements. 22



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Restructuring and impairment charges declined in the first six months of 2014 compared to the comparable period of 2013. Charges for the first six months of 2014 totaled $3,236,000 and consist primarily of severance costs related to the consolidation of CTS' Canadian operation in Streetsville, Ontario into other CTS facilities as well as severance and other restructuring costs related to the June 2013 Restructuring Plan. Charges for the first six months of 2013 totaled $7,206,000 and consist primarily of severance, asset impairments and inventory write-downs related to the June 2013 Restructuring Plan which consolidated our U.K. manufacturing facility into the Czech Republic facility, discontinued manufacturing at our Singapore facility and restructured the corporate office. Operating earnings were $20,790,000 in the first six months of 2014 compared to $5,124,000 in the comparable period of 2013 as a result of the items discussed above. Other income and expense items are summarized in the following table (in thousands): Six Months Ended June 29, 2014 June 30, 2013 Interest expense $ (1,195 )$ (1,964 ) Interest income 1,252 859 Other expense, net (2,180 ) (109 ) Total other expense $ (2,123 )$ (1,214 ) Interest expense decreased in the first six months of 2014 versus 2013 as a result of lower borrowings enabled by the proceeds from the EMS divestiture in the fourth quarter of 2013. Interest income increased primarily due to higher cash balances. Other expense in the first half of 2014 is primarily due to the unfavorable foreign exchange impact related to the depreciation of the Chinese Renminbi. Six Months Ended June 29, 2014 June 30, 2013 Effective tax rate 38.7 % 285.8 % The effective income tax rate for the first six months of 2014 was 38.7% compared with 285.8% for the first six months of 2013. The 2014 effective rate reflects higher profits, primarily from a change in the mix of earnings by jurisdiction, and the effect of tax adjustments for the first six months of 2014 which increased the rate by 2.7%. The 2013 effective tax rate reflects $10,800,000 of tax expense related to a $30,000,000 cash repatriation from Singapore to the U.S. as a result of the Singapore restructuring and tax expense of $1,000,000 for the write-off of deferred tax assets in the U.K. related to the June 2013 Restructuring Plan. A $1,632,000 discrete tax benefit is also included in 2013 associated with the retroactive application of the U.S. research tax credit signed into law during January 2013 and granting of the China high technology incentive tax credit in the first quarter of 2013. Net earnings from continuing operations were $11,441,000 or $0.33 per diluted share in the first six months of 2014 compared to a net loss from continuing operations of $7,266,000 or $0.22 per diluted share in the comparable period of 2013.



Liquidity and Capital Resources

Cash and cash equivalents were $127,230,000 at June 29, 2014 and $124,368,000 at December 31, 2013. The increase in cash and cash equivalents was driven by cash generated from operations which exceeded the cash used for investing and financing activities. Total debt on June 29, 2014 was $76,200,000 versus $75,000,000 as of December 31, 2013. Total debt as a percentage of total capitalization was 20.0% at the end of the second quarter of 2014 compared to 20.2% at December 31, 2013. Total debt as a percentage of total capitalization is defined as the sum of notes payable and long-term debt as a percentage of total debt and shareholders' equity. Working capital increased by $9,125,000 from December 31, 2013 to June 29, 2014 primarily due to a $6,494,000 decrease in accrued liabilities, a $3,328,000 decrease in accounts payable, a $2,862,000 increase in cash and cash equivalents and a $1,820,000 increase in other current assets which were partially offset by a $3,792,000 decrease in inventory and a $1,587,000 decrease in accounts receivable. 23



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Cash Flows from Operating Activities

Net cash provided by operating activities was $10,056,000 during the first six months of 2014. Components of net cash provided by operating activities included net earnings of $11,441,000, depreciation and amortization expense of $8,401,000 and net changes of other non-cash items such as the prepaid pension asset, gain on sale of fixed assets, equity-based compensation, restructuring and amortization of retirement benefits totaling $1,258,000 which were offset by net changes in current assets and current liabilities of ($11,044,000). The net changes in assets and liabilities were primarily due to a decrease in accrued liabilities, driven primarily by the bonus payments, equity-based compensation vesting, restructuring payments and timing of payroll-related accruals.



Cash Flows from Investing Activities

Net cash used in investing activities for the first six months of 2014 was $4,081,000 which consisted of $5,991,000 of capital expenditures which were partially offset by $1,910,000 in proceeds from the sale of fixed assets.

Cash Flows from Financing Activities

Net cash used in financing activities for the first six months of 2014 was $3,675,000, consisting primarily of $3,732,000 for the purchase of treasury shares and $2,693,000 of dividend payments which were partially offset by $1,328,000 for the exercise of stock options and a $1,200,000 increase in net borrowings.

Capital Resources



CTS has an unsecured revolving credit facility which has an extended term through January 10, 2017.

Long-term debt was comprised of the following:

June 29, December 31, ($ in thousands) 2014 2013



Revolving credit facility due in 2017 $ 76,200$ 75,000

Weighted average interest rate 1.5 %

1.9 % Amount available $ 121,239$ 122,400 Total credit facility $ 200,000$ 200,000

Standby letters of credit $ 2,561$ 2,600 Commitment fee percentage per annum 0.25 0.30 The revolving credit facility requires, among other things, that CTS comply with a maximum total leverage ratio and a minimum fixed charge coverage ratio. Failure of CTS to comply with these covenants could reduce the borrowing availability under the revolving credit facility. CTS was in compliance with all debt covenants at June 29, 2014. CTS uses interest rate swaps to convert the line of credit's variable rate of interest into a fixed rate. In the second quarter of 2012, CTS entered into four separate interest rate swap agreements to fix interest rates on $50,000,000 of long-term debt for the periods January 2013 to January 2017. In the third quarter of 2012, CTS entered into four separate interest rate swap agreements to fix interest rates on $25,000,000 of long-term debt for the periods January 2013 to January 2017. The difference to be paid or received under the terms of the swap agreements will be recognized as an adjustment to interest expense for the related line of credit when settled.



During the first half of 2014, we repurchased 211,270 shares of CTS common stock at a total cost of $3,732,065 or an average price of $17.66 per share.

As of June 29, 2014, the amount of cash and cash equivalents held by foreign subsidiaries was $126,357,634. If these funds are needed for our operations in the U.S., we would be required to accrue U.S. taxes to repatriate these funds. However, our intent is to permanently reinvest these funds outside the U.S. and our current plans do not require us to repatriate them to fund our U.S. operations, which we believe have sufficient liquidity. Any repatriation may not result in significant cash income tax payments as the taxable event would likely be offset by the utilization of the then available net operating losses and tax credits. 24



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We have historically funded our capital and operating needs primarily through cash flows from operating activities, supported by available credit under our credit agreements. We believe that cash flows from operating activities and available borrowings under our current credit agreements will be adequate to fund our working capital, capital expenditures and debt service requirements for at least the next twelve months. However, we may choose to pursue additional equity and debt financing to provide additional liquidity or to fund acquisitions.



Critical Accounting Policies and Estimates

Management prepared the consolidated financial statements of CTS under accounting principles generally accepted in the United States of America. These principles require the use of estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions we used are reasonable, based upon the information available.



Our estimates and assumptions affect the reported amounts in our financial statements. The following accounting policies comprise those that we believe are the most critical in understanding and evaluating CTS' reported financial results.

Revenue Recognition

Product revenue is recognized once four criteria are met: (1) we have persuasive evidence that an arrangement exists; (2) delivery has occurred and title has passed to the customer, which generally happens at the point of shipment provided that no significant obligations remain; (3) the price is fixed and determinable; and (4) collectability is reasonably assured.



Accounts Receivable

We have standardized credit granting and review policies and procedures for all customer accounts, including:

Credit reviews of all new customer accounts, Ongoing credit evaluations of current customers,



Credit limits and payment terms based on available credit information,

Adjustments to credit limits based upon payment history and the customer's

current credit worthiness, An active collection effort by regional credit functions, reporting

directly to the corporate financial officers, and



Limited credit insurance on the majority of our international receivables.

We reserve for estimated credit losses based upon historical experience and specific customer collection issues. Over the last two and a half years, accounts receivable reserves varied from 0.2% to 1.4% of total accounts receivable. We believe our reserve level is appropriate considering the quality of the portfolio. While credit losses have historically been within expectations and the provisions established, we cannot guarantee that our credit loss experience will continue to be consistent with historical experience.



Inventories

We value our inventories at the lower of the actual cost to purchase or manufacture using the first-in, first-out (FIFO) method, or the current estimated market value. We review inventory quantities on hand and record a provision for excess and obsolete inventory based on forecasts of product demand and production requirements.

Over the last two and a half years, our reserves for excess and obsolete inventories have ranged from 8.1% to 15.6% of gross inventory. We believe our reserve level is appropriate considering the quantities and quality of the inventories.

Retirement Plans

Actuarial assumptions are used in determining pension income and expense and our pension benefit obligation. We utilize actuaries from consulting companies in each country to develop our discount rates that match high-quality bonds currently available and expected to be available during the period to maturity of the pension benefit in order to provide the necessary future cash flows to pay the accumulated benefits when due. After considering the recommendations of our actuaries, we have assumed a discount rate, expected rate of return on plan assets and a rate of compensation increase in determining our annual pension income and expense and the projected benefit obligation. During the fourth quarter of each year, we review our actuarial assumptions in light of current economic factors to determine if the assumptions need to be adjusted. Changes in the actuarial assumptions could have a material effect on our results of operations. 25



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Valuation of Goodwill

Goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Examples of such events or circumstances include:



Significant adverse change in legal factors or in the business climate,

Adverse action or assessment by a regulator, Unanticipated competition, Loss of key personnel,



More-likely-than-not expectation that a reporting unit or a significant

portion of a reporting unit will be sold or otherwise disposed of, Testing for recoverability of a significant asset group within a reporting

unit,



Allocation of a portion of goodwill to a business to be disposed of.

If CTS believes that one or more of the above indicators of impairment have occurred, we perform an impairment test. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. We generally determine the fair value of our reporting units using two valuation methods: Income Approach - Discounted Cash Flow Method and Market Approach - Guideline Public Company Method. The approach defined below is based upon our last impairment test conducted as of December 31, 2013. Under the "Income Approach - Discounted Cash Flow Method", the key assumptions consider sales, cost of sales and operating expenses projected through the year 2018. These assumptions were determined by management utilizing our internal operating plan and assuming growth rates for revenues and operating expenses, and margin assumptions. The fourth key assumption under this approach is the discount rate which is determined by looking at current risk-free rates of capital, current market interest rates and the evaluation of risk premium relevant to the business segment. If our assumptions relative to growth rates were to change or were incorrect, our fair value calculation may change which could result in impairment. Under the "Market Approach - Guideline Company Method", we identified eight publicly traded companies, including CTS, which we believe have significant relevant similarities. For these eight companies, we calculated the mean ratio of invested capital to revenues and invested capital to EBITDA. Similar to the Income approach discussed above, sales, cost of sales, operating expenses and their respective growth rates were the key assumptions utilized. The market prices of CTS and other guideline company shares are key assumptions. If these market prices increase, the estimated market value would increase. If the market prices decrease, the estimated market value would decrease. The results of these two methods are weighted based upon management's determination with more weight attached to the Income approach because it considers anticipated future financial performance. The Market approaches are based upon historical and current economic conditions which might not reflect the long term prospects or opportunities for CTS' business being evaluated. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit's goodwill with the carrying value of that goodwill. There have not been any significant changes to our impairment testing methodology other than updating the assumptions to reflect the current market environment. As discussed above, key assumptions used in the first step of the goodwill impairment test were determined by management utilizing the internal operating plan. The key assumptions utilized include forecasted growth rates for revenues and operating expenses as well as a discount rate which is determined by looking at current risk-free rates of capital, current market interest rates and the evaluation of a risk premium relevant to the business segment. CTS will monitor future results and will perform a test if indicators trigger an impairment review. 26



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We test the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Based upon our latest assessment, we determined that our goodwill was not impaired as of the end of December 2013.



Net intangible assets, long-lived assets and goodwill amounted to $70,750,000 as of June 29, 2014.

Valuation of Long-Lived and Other Intangible Assets

We evaluate the impairment of identifiable intangibles and other long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered that may trigger an impairment review consist of:



Significant underperformance relative to expected historical or projected

future operating results, Significant changes in the manner of use of the acquired assets or the

strategy for the overall business, Significant negative industry or economic trends, Significant decline in CTS' stock price for a sustained period, and



Significant decline in market capitalization relative to net book value.

If CTS believes that one or more of the above indicators of impairment have occurred and the undiscounted cash flow test has failed in the case of amortizable assets, we measure impairment based on projected discounted cash flows using a discount rate that incorporates the risk inherent in the cash flows.

Income Taxes

CTS has identified, evaluated, and measured the amount of income tax benefits to be recognized for all of our income tax positions. Included in deferred tax assets are amounts related to federal, state and foreign net operating losses. CTS intends to utilize these net operating loss carryforwards to offset future income taxes.



CTS' practice is to recognize interest and penalties related to income tax matters as part of income tax expense.

CTS earns a significant amount of its operating income outside of the U.S., which is deemed to be permanently reinvested in foreign jurisdictions. CTS does not intend to repatriate funds, however, should CTS require more capital in the U.S. than is generated by our operations locally, CTS could elect to repatriate funds held in foreign jurisdictions or raise capital in the U.S. through debt or equity issuances. Repatriation would result in higher effective tax rates. Borrowing in the U.S. would result in increased interest expense.



Significant Customer

Our net sales to significant customers as a percentage of total net sales were as follows: Three Months Ended Six Months Ended June 29, 2014 June 30, 2013 June 29, 2014 June 30, 2013 Customer A 10.5 % 7.6 % 10.2 % 7.7 %



No other customer accounted for 10% or more of total net sales during these periods.

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Forward-Looking Statements

This document contains statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, any financial or other guidance, statements that reflect our current expectations concerning future results and events, and any other statements that are not based solely on historical fact. Forward-looking statements are based on management's expectations, certain assumptions and currently available information. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on various assumptions as to future events, the occurrence of which necessarily are subject to uncertainties. These forward-looking statements are made subject to certain risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from those presented in the forward-looking statements. Examples of factors that may affect future operating results and financial condition include, but are not limited to: changes in the economy generally and in respect to the business in which CTS operates; unanticipated issues in integrating acquisitions; the results of actions to reposition our business; rapid technological change; general market conditions in the automotive, communications, and computer industries, as well as conditions in the industrial, defense and aerospace, and medical markets; reliance on key customers; unanticipated natural disasters or other events; the ability to protect our intellectual property; pricing pressures and demand for our products; and risks associated with our international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks. Many of these and other risks and uncertainties are discussed in further detail in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. We undertake no obligation to publicly update our forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes. 28



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