Gross Margin

Other Income and Expense (including interest expense), net

Diluted Shares Outstanding *

*

Convertible Notes, Non-cash Interest Expense is calculated pursuant to FASB’s Accounting Standards Codification Topic 470: Debt.

*

Diluted shares outstanding can vary as a result of, among other things, the vesting of restricted stock units, the incremental dilutive shares from the Company's convertible senior subordinated notes, and the repurchase or the issuance of stock or convertible notes or the sale of treasury shares. With the adoption of the new accounting standard, the GAAP diluted shares outstanding assumes settling the principal and excess over par value in shares of the Company’s common stock for the 1.625% Notes and only the excess over par value in shares of the Company’s common stock for the 0% Notes, according to the terms of such notes. The non-GAAP diluted shares outstanding includes the shares that are not covered by the Company’s hedge transaction issued concurrently with such notes. In periods when the quarterly average stock price exceeds $30.70 for the 1.625% Notes and $74.34 for the 0% Notes, the dilutive impact of the warrants issued concurrently with such notes are included in the GAAP and non-GAAP diluted shares outstanding. Calculations are based on the Company’s stock price as of December 31, 2021.

Special items may include: amortization of acquisition-related intangibles; expensing of appraised inventory fair market value step-up; purchased in-process research and development expenses; restructuring, asset impairments and other, net; goodwill impairment charges; gains and losses on debt prepayment; non-cash interest expense; actuarial (gains) losses on pension plans and other pension benefits; and certain other special items, as necessary. These special items are out of our control and could change significantly from period to period. As a result, we are not able to reasonably estimate and separately present the individual impact or probable significance of these special items, and we are similarly unable to provide a reconciliation of the non-GAAP measures. The reconciliation that is unavailable would include a forward-looking income statement, balance sheet and statement of cash flows in accordance with GAAP. For this reason, we use a projected range of the aggregate amount of special items in order to calculate our projected non-GAAP operating expense outlook.

We believe these non-GAAP measures provide important supplemental information to investors. We use these measures, together with GAAP measures, for internal managerial purposes and as a means to evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when taken together with GAAP results and the reconciliations to corresponding GAAP financial measures that we also provide in our releases, provide a more complete understanding of factors and trends affecting our business. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures, even if they have similar names.