e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended May 1, 2011
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-34428
Avago Technologies Limited
(Exact Name of Registrant as Specified in Its Charter)
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Singapore
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N/A |
(State or Other Jurisdiction of
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(I.R.S. Employer |
Incorporation or Organization)
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Identification No.) |
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1 Yishun Avenue 7 |
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Singapore 768923
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N/A |
(Address of Principal Executive Offices)
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(Zip Code) |
(65) 6755-7888
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). YES
o NO þ
As of June 3, 2011 there were 246,742,106 shares of our ordinary shares, no par value per share,
outstanding.
AVAGO TECHNOLOGIES LIMITED
Quarterly Report on Form 10-Q
For the Quarterly Period Ended May 1, 2011
TABLE OF CONTENTS
2
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements Unaudited
AVAGO TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
(in millions, except share amounts)
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October 31, |
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May 1, |
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2010 (1) |
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2011 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
561 |
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$ |
596 |
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Trade accounts receivable, net |
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285 |
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289 |
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Inventory |
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189 |
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194 |
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Other current assets |
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52 |
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49 |
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Total current assets |
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1,087 |
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1,128 |
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Property, plant and equipment, net |
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281 |
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285 |
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Goodwill |
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172 |
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177 |
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Intangible assets, net |
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573 |
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538 |
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Other long-term assets |
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44 |
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49 |
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Total assets |
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$ |
2,157 |
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$ |
2,177 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
198 |
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$ |
206 |
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Employee compensation and benefits |
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82 |
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62 |
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Accrued interest |
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12 |
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Capital lease obligations current |
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2 |
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2 |
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Other current liabilities |
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41 |
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26 |
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Current portion of long-term debt |
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230 |
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Total current liabilities |
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565 |
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296 |
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Long-term liabilities: |
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Capital lease obligations non-current |
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4 |
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4 |
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Other long-term liabilities |
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83 |
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86 |
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Total liabilities |
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652 |
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386 |
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Commitments and contingencies (Note 11) |
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Shareholders equity: |
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Ordinary shares, no par value; 239,888,231
shares and 246,186,797 shares issued and
outstanding on October 31, 2010 and May 1,
2011, respectively |
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1,450 |
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1,518 |
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Retained earnings |
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59 |
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276 |
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Accumulated other comprehensive loss |
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(4 |
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(3 |
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Total shareholders equity |
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1,505 |
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1,791 |
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Total liabilities and shareholders equity |
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$ |
2,157 |
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$ |
2,177 |
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(1) |
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Amounts as of October 31, 2010 have been derived from audited financial statements as of
that date. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
AVAGO TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(in millions, except per share data)
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Quarter Ended |
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Six Months Ended |
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May 2, |
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May 1, |
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May 2, |
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May 1, |
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2010 |
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2011 |
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2010 |
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2011 |
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Net revenue |
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$ |
515 |
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$ |
560 |
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$ |
971 |
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$ |
1,110 |
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Cost of products sold: |
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Cost of products sold |
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268 |
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271 |
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515 |
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536 |
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Amortization of intangible assets |
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14 |
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14 |
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29 |
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28 |
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Total cost of products sold |
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282 |
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285 |
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544 |
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564 |
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Gross margin |
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233 |
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275 |
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427 |
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546 |
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Research and development |
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70 |
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76 |
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134 |
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149 |
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Selling, general and administrative |
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48 |
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55 |
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94 |
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105 |
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Amortization of intangible assets |
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6 |
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5 |
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11 |
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11 |
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Restructuring charges |
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1 |
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1 |
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2 |
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1 |
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Total operating expenses |
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125 |
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137 |
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241 |
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266 |
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Income from operations |
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108 |
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138 |
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186 |
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280 |
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Interest expense |
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(8 |
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(1 |
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(19 |
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(4 |
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Loss on extinguishment of debt |
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(1 |
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(24 |
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(20 |
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Other income (expense), net |
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(1 |
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1 |
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(2 |
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1 |
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Income before income taxes |
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99 |
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137 |
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141 |
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257 |
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Provision for income taxes |
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9 |
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2 |
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13 |
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3 |
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Net income |
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$ |
90 |
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$ |
135 |
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$ |
128 |
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$ |
254 |
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Net income per share: |
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Basic: |
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Net income per share |
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$ |
0.38 |
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$ |
0.55 |
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$ |
0.54 |
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$ |
1.04 |
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Diluted: |
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Net income per share |
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$ |
0.37 |
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$ |
0.54 |
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$ |
0.52 |
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$ |
1.01 |
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Weighted average shares : |
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Basic |
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238 |
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245 |
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237 |
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245 |
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Diluted |
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246 |
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252 |
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244 |
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252 |
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Dividends declared and paid per share |
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$ |
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$ |
0.08 |
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$ |
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$ |
0.15 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
AVAGO TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(in millions)
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Six Months Ended |
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May 2, |
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May 1, |
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2010 |
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2011 |
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Cash flows from operating activities: |
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Net income |
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$ |
128 |
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$ |
254 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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79 |
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79 |
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Amortization of debt issuance costs |
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1 |
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Loss on extinguishment of debt |
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8 |
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6 |
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Loss on disposal of property, plant and equipment |
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1 |
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1 |
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Share-based compensation |
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11 |
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16 |
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Tax benefits from share-based compensation |
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8 |
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Excess tax benefits from share-based compensation |
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(1 |
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(2 |
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Changes in assets and liabilities, net of acquisition: |
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Trade accounts receivable, net |
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(63 |
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(3 |
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Inventory |
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(16 |
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(5 |
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Accounts payable |
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7 |
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15 |
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Employee compensation and benefits |
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4 |
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(20 |
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Other current assets and current liabilities |
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(14 |
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(30 |
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Other long-term assets and long-term liabilities |
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11 |
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(1 |
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Net cash provided by operating activities |
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156 |
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318 |
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Cash flows from investing activities: |
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Purchase of property, plant and equipment |
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(27 |
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(51 |
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Acquisition and investments, net of cash acquired |
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(1 |
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(9 |
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Proceeds from disposal of property, plant and equipment |
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1 |
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Net cash used in investing activities |
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(27 |
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(60 |
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Cash flows from financing activities: |
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Debt repayments |
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(364 |
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(230 |
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Payment on capital lease obligation |
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(1 |
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(2 |
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Issuance of ordinary shares |
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19 |
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44 |
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Excess tax benefits from share-based compensation |
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1 |
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2 |
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Dividend payments to shareholders |
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(37 |
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Net cash used in financing activities |
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(345 |
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(223 |
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Net increase (decrease) in cash and cash equivalents |
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(216 |
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35 |
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Cash and cash equivalents at the beginning of period |
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472 |
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561 |
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Cash and cash equivalents at end of period |
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$ |
256 |
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$ |
596 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
AVAGO TECHNOLOGIES LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Overview and Basis of Presentation
Overview
Avago Technologies Limited, or the Company, was organized under the laws of the Republic of
Singapore in August 2005. We are the successor to the Semiconductor Products Group, or SPG, of
Agilent Technologies, Inc., or Agilent. On December 1, 2005, we acquired substantially all of the
assets of SPG from Agilent for $2.7 billion, or the SPG Acquisition.
We are a designer, developer and global supplier of analog semiconductor devices with a focus
on III-V based products. We offer products in four primary target markets: wireless communications,
wired infrastructure, industrial and automotive electronics, and consumer and computing
peripherals. Applications for our products in these target markets include cellular phones,
consumer appliances, data networking and telecommunications equipment, enterprise storage and
servers, factory automation, displays, optical mice and printers.
References herein to we, our, us and Avago are to Avago Technologies Limited and its
consolidated subsidiaries, unless otherwise specified or the context otherwise requires.
Basis of Presentation
Fiscal Periods. We operate on a 52/53-week fiscal year ending on the Sunday closest
to October 31. Our first quarter of fiscal year 2011 ended on January 30, 2011, the second
quarter ended on May 1, 2011, the third quarter will end on July 31, 2011 and the fourth quarter
will end on October 30, 2011.
Information. The unaudited condensed consolidated financial statements include the accounts of
Avago and all of our wholly-owned subsidiaries, and are prepared in accordance with accounting
principles generally accepted in the United States of America, or GAAP. Intercompany transactions
and balances have been eliminated in consolidation.
Interim information presented in the unaudited condensed consolidated financial statements has
been prepared by management and, in the opinion of management, includes all adjustments of a normal
recurring nature that are necessary for the fair statement of the financial position, results of
operations and cash flows for the periods shown, and is in accordance with GAAP. These unaudited
condensed consolidated financial statements should be read in conjunction with the consolidated
financial statements and related notes for the fiscal year ended October 31, 2010, or fiscal year
2010, included in Annual Report on Form 10-K filed with the Securities and Exchange Commission, or
the SEC, on December 15, 2010.
The operating results for the quarter and six months ended May 1, 2011 are not necessarily
indicative of the results that may be expected for the year ending October 30, 2011, or fiscal year
2011, or for any other future period. The balance sheet data as of October 31, 2010 presented is
derived from the audited financial statements as of that date.
Use of estimates. The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates, and such differences could affect the results of
operations reported in future periods.
Concentrations of credit risk and significant customers. Our cash, cash
equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash
and cash equivalents are placed with financial institutions that management believes are of high
credit quality. Our accounts receivable are derived from revenue earned from customers located in
the U.S. and internationally. Credit risk with respect to accounts receivable is generally
diversified due to the large number of entities comprising our customer base and their dispersion
across many different industries and geographies. We perform ongoing credit evaluations of our
customers financial conditions, and require collateral, such as letters of credit and bank
guarantees, in certain circumstances.
We sell our products through our direct sales force and distributors. No customer accounted
for 10% or more of our net accounts receivable balance at October 31, 2010 or May 1, 2011. For both
the quarter and six months ended May 1, 2011, no single customer represented 10% or more of net
revenue. One customer represented 10% of net revenue for both the quarter and six months ended May
2, 2010.
Concentration of other risks. The semiconductor industry is characterized by rapid
technological change, competitive pricing pressures and cyclical market patterns. Our financial
results are affected by a wide variety of factors, including general economic conditions worldwide,
economic conditions specific to the semiconductor industry, the timely implementation of new
manufacturing technologies, the ability to safeguard patents and intellectual property in a rapidly
evolving market and reliance on assembly and test
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subcontractors, third-party wafer fabricators and independent distributors. In addition, the
semiconductor market has historically been cyclical and subject to significant economic downturns
at various times. We are exposed to the risk of obsolescence of our inventory depending on the mix
of future business.
Net income (loss) per share. Basic net income (loss) per share is computed by dividing net
income (loss)the numeratorby the weighted-average number of shares outstandingthe
denominatorduring the period, excluding the dilutive effect of options and other employee plans.
Diluted net income (loss) per share gives effect to all potentially dilutive ordinary share
equivalents outstanding during the period.
Diluted net income per share for the quarter and six months ended May 2, 2010 and the quarter
and six months May 1, 2011 excluded the potentially dilutive effect of weighted-average options,
restricted share units, or RSUs, and employee share purchase plan, or ESPP, rights to purchase 4
million, 3 million, 1 million and less than 1 million ordinary shares, respectively, as their
effect was antidilutive.
The following is a reconciliation of the denominators of the basic and diluted net income per
share computations for the periods presented (in millions, except per share data):
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Quarter Ended |
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Six Months Ended |
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May 2, |
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May 1, |
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May 2, |
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|
May 1, |
|
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
Net income (Numerator): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
90 |
|
|
$ |
135 |
|
|
|
128 |
|
|
|
254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares (Denominator): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average ordinary shares outstanding |
|
|
238 |
|
|
|
245 |
|
|
|
237 |
|
|
|
245 |
|
Add: Incremental shares for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of share options |
|
|
8 |
|
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in diluted computation |
|
|
246 |
|
|
|
252 |
|
|
|
244 |
|
|
|
252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
$ |
0.38 |
|
|
$ |
0.55 |
|
|
$ |
0.54 |
|
|
$ |
1.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
$ |
0.37 |
|
|
$ |
0.54 |
|
|
$ |
0.52 |
|
|
$ |
1.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warranty. We accrue for the estimated costs of product warranties at the time
revenue is recognized. Product warranty costs are estimated based upon our historical experience
and specific identification of the products requirements, which may fluctuate based on product
mix. Additionally, we accrue for warranty costs associated with unanticipated product quality
issues if a loss is probable and can be reasonably estimated.
The following table summarizes the changes in our warranty accrual (in millions):
|
|
|
|
|
Balance as of November 1, 2009 included in other current liabilities |
|
$ |
7 |
|
Charged to cost of products sold |
|
|
11 |
|
Utilized |
|
|
|
|
|
|
|
|
Balance as of May 2, 2010 included in other current liabilities |
|
$ |
18 |
|
|
|
|
|
|
|
|
|
|
Balance as of October 31, 2010 included in other current liabilities |
|
$ |
17 |
|
Adjustment to estimate released to cost of products sold |
|
|
(4 |
) |
Utilized |
|
|
(2 |
) |
|
|
|
|
Balance as of May 1, 2011 included in other current liabilities |
|
$ |
11 |
|
|
|
|
|
During the first six months of fiscal year 2010, we recorded a warranty-related charge of $11
million based on one specific quality issue impacting multiple customers. See Note 11. Commitments
and Contingencies for further details.
7
Recently Adopted Accounting Guidance
In the first quarter of fiscal year 2011, the guidance issued by the Financial Accounting
Standards Board, or FASB, on the milestone method of revenue recognition became effective. The new
guidance recognizes the milestone method as an acceptable revenue recognition method for
substantive milestones in research or development transactions. A milestone is substantive when the
consideration earned from achievement of the milestone is commensurate with either (a) the vendors
performance to achieve the milestone or (b) the enhancement of the value of the delivered item(s)
as a result of a specific outcome resulting from the vendors performance to achieve the milestone
and the consideration earned from the achievement of a milestone relates solely to past performance
and is reasonable relative to all of the deliverables and payment terms (including other potential
milestone considerations) within the arrangement. The guidance may be applied retrospectively to
all arrangements or prospectively to milestones achieved after the effective date. The adoption of
this guidance did not have a significant impact on our results of operations and financial
position.
In the first quarter of fiscal year 2011, we adopted the FASBs updated guidance that amends
the requirements for evaluating whether a decision maker or service provider has a variable
interest to clarify that a quantitative approach should not be the sole consideration in assessing
the criteria. It also clarifies that related parties should be considered in applying all of the
decision maker and service provider criteria. This is in addition to the authoritative guidance the
FASB issued in June 2009 that applies to determining whether an entity is a variable interest
entity and requiring an enterprise to perform an analysis to determine whether the enterprises
variable interest or interests give it a controlling financial interest in a variable interest
entity. This new guidance eliminates the exceptions to consolidating qualifying special-purpose
entities, contains new criteria for determining the primary beneficiary, and increases the
frequency of required reassessments to determine whether a company is the primary beneficiary of a
variable interest entity. The guidance also contains a new requirement that any term, transaction,
or arrangement that does not have a substantive effect on an entitys status as a variable interest
entity, a companys power over a variable interest entity, or a companys obligation to absorb
losses or its right to receive benefits of an entity must be disregarded in applying the existing
provisions. The elimination of the qualifying special-purpose entity concept and its consolidation
exceptions means more entities will be subject to consolidation assessments and reassessments. The
adoption of this guidance did not have a significant impact on our results of operations and
financial position.
In the first quarter of fiscal year 2011, we adopted the guidance the FASB issued on revenue
recognition that addresses how to determine whether an arrangement involving multiple deliverables
contains more than one unit of accounting and how the arrangement consideration should be allocated
among the separate units of accounting. The guidance may be applied retrospectively or
prospectively for new or materially modified arrangements. The adoption of this guidance did not
have a significant impact on our results of operations and financial position.
In the first quarter of fiscal year 2011, we adopted the FASB guidance that modifies the scope
of the software revenue recognition guidance to exclude (a) non-software components of tangible
products and (b) software components of tangible products that are sold, licensed or leased with
tangible products when the software components and non-software components of the tangible product
function together to deliver the tangible products essential functionality. The guidance may be
applied retrospectively or prospectively for new or materially modified arrangements. The adoption
of this new guidance did not have a significant impact on our results of operations and financial
position.
Recent Accounting Guidance Not Yet Adopted
In May 2011, the FASB issued Accounting Standard Update No. 2011-04, Fair Value Measurement
(Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in
U.S. GAAP and IFRSs, and the International Accounting Standards Board, or IASB, issued
International Financial Reporting Standard, or IFRS, 13, Fair Value Measurement (together, the new
guidance). The new guidance amends U.S. GAAP and is a new standard under IFRS. The new guidance
results in a consistent definition of fair value and common requirements for measurement of and
disclosure about fair value between U.S. GAAP and IFRS. While many of the amendments to U.S. GAAP
are not expected to have a significant effect on practice, the new guidance changes some fair value
measurement principles and disclosure requirements. The new guidance will be effective for our
second quarter of fiscal year 2012, with early adoption prohibited. We are currently assessing the
impact that this guidance will have on our results of operations and financial position.
In January 2010, the FASB issued updated guidance related to fair value measurements and
disclosures, which requires separate disclosures about purchases, sales, issuances, and settlements
relating to Level 3 fair value measurements (see Note 6. Fair Value for further discussion of
fair value measurements). This guidance will be effective for our fiscal year ending October 28,
2012, and its interim periods. Other than requiring additional disclosures in our financial
statements, we believe the adoption of this guidance will not have a significant impact on our
results of operations and financial position.
8
2. Inventory
Inventory consists of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
October 31, |
|
|
May 1, |
|
|
|
2010 |
|
|
2011 |
|
Finished goods |
|
$ |
61 |
|
|
$ |
45 |
|
Work-in-process |
|
|
96 |
|
|
|
112 |
|
Raw materials |
|
|
32 |
|
|
|
37 |
|
|
|
|
|
|
|
|
Total inventory |
|
$ |
189 |
|
|
$ |
194 |
|
|
|
|
|
|
|
|
3. Acquisition
During the first quarter of fiscal year 2011, we acquired a U.S.-based company engaged in the
manufacturing of integrated circuits for approximately $8 million in cash. The purchase price was
allocated to the acquired net assets based on preliminary estimates of fair values as follows:
total assets of $8 million, including intangible assets of $4 million and goodwill of $5 million.
The intangible assets are being amortized over their useful lives ranging from 5 to 15 years. The
unaudited condensed consolidated financial statements include the results of operations of the
acquired business commencing as of the acquisition date. Pro forma results of operations for the
acquisition have not been presented because the effects of the acquisition were not material to our
prior financial statements.
4. Goodwill and Intangible Assets
Goodwill
The following summarizes the changes in goodwill (in millions):
|
|
|
|
|
Balance as of October 31, 2010 |
|
$ |
172 |
|
Goodwill acquired during the period (Note 3. Acquisition) |
|
|
5 |
|
|
|
|
|
Balance as of May 1, 2011 |
|
$ |
177 |
|
|
|
|
|
Intangible Assets
Amortizable purchased intangibles consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
|
|
|
|
Amount |
|
|
Amortization |
|
|
Net Book Value |
|
As of October 31, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchased technology |
|
$ |
727 |
|
|
$ |
(290 |
) |
|
$ |
437 |
|
Customer and distributor relationships |
|
|
254 |
|
|
|
(120 |
) |
|
|
134 |
|
Other |
|
|
4 |
|
|
|
(2 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
985 |
|
|
$ |
(412 |
) |
|
$ |
573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of May 1, 2011: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchased technology |
|
$ |
728 |
|
|
$ |
(318 |
) |
|
$ |
410 |
|
Customer and distributor relationships |
|
|
257 |
|
|
|
(131 |
) |
|
|
126 |
|
Other |
|
|
4 |
|
|
|
(2 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
989 |
|
|
$ |
(451 |
) |
|
$ |
538 |
|
|
|
|
|
|
|
|
|
|
|
9
The following table presents the amortization of purchased intangible assets (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
Six Months Ended |
|
|
|
May 2, |
|
|
May 1, |
|
|
May 2, |
|
|
May 1, |
|
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
Cost of products sold |
|
$ |
14 |
|
|
$ |
14 |
|
|
$ |
29 |
|
|
$ |
28 |
|
Operating expenses |
|
|
6 |
|
|
|
5 |
|
|
|
11 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
20 |
|
|
$ |
19 |
|
|
$ |
40 |
|
|
$ |
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the quarter ended January 30, 2011, we recorded $4 million in intangible assets with a
weighted-average amortization period of 14 years in conjunction with an acquisition. See Note 3.
Acquisition.
Based on the amount of intangible assets subject to amortization at May 1, 2011, the expected
amortization expense for each of the next five fiscal years and thereafter is as follows (in
millions):
|
|
|
|
|
Fiscal Year |
|
Amount |
|
2011 (remainder) |
|
$ |
39 |
|
2012 |
|
|
77 |
|
2013 |
|
|
77 |
|
2014 |
|
|
77 |
|
2015 |
|
|
76 |
|
2016 |
|
|
59 |
|
Thereafter |
|
|
133 |
|
|
|
|
|
|
|
$ |
538 |
|
|
|
|
|
The weighted-average amortization periods remaining by intangible asset category at May 1,
2011 were as follows (in years):
|
|
|
|
|
Amortizable intangible assets: |
|
|
|
|
Purchased technology |
|
|
8 |
|
Customer and distributor relationships |
|
|
7 |
|
Other |
|
|
23 |
|
5. Borrowings
Our borrowings as of October 31, 2010 and May 1, 2011 consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
October 31, |
|
|
May 1, |
|
|
|
2010 |
|
|
2011 |
|
117/8% Senior Subordinated Notes due 2015 |
|
$ |
230 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
230 |
|
|
|
|
|
Less: Current portion of long-term debt |
|
|
230 |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Debt Repayments
During the quarter ended January 31, 2010, we redeemed the remaining $318 million aggregate
principal amount of our 101/8% Senior Notes due December 1, 2013, or senior
fixed rate notes, and the remaining $46 million aggregate principal amount of our Senior Floating
Rate Notes due June 1, 2013, or senior floating rate notes. We redeemed the senior fixed rate
notes and senior floating
10
rate notes at a 5.063% premium of the principal amount and no premium, respectively, plus accrued
interest, resulting in a loss on extinguishment of debt of $24 million, which consisted of a $16
million premium and an $8 million write-off of debt issuance costs and other related expenses.
During the quarter ended January 30, 2011, we redeemed the remaining $230 million aggregate
principal amount outstanding of our 11 7/8% Senior Subordinated Notes due
December 1, 2015, or senior subordinated notes. We redeemed the senior subordinated notes at a
5.938% premium of the principal amount plus accrued interest, resulting in a loss on extinguishment
of debt of $19 million, which consisted of a $14 million premium and a $5 million write-off of debt
issuance costs and other related expenses.
Revolving Credit Facility
During the quarter ended May 1, 2011, we terminated our existing revolving credit facility.
There were no outstanding loan borrowings under the existing revolving credit facility at the time
of termination. This termination resulted in a loss on extinguishment of debt of $1 million,
related to the write-off of debt amortization costs and other related expenses.
In connection with the termination of our revolving credit facility, on March 31, 2011, Avago
Technologies Finance Pte. Ltd., or, Avago Finance, and certain other subsidiaries of the Company
entered into a new credit agreement with a syndicate of financial institutions. The credit
agreement provides for a $200 million unsecured, revolving credit facility. The credit agreement
has a term of four years. The credit agreement includes (i) financial covenants requiring Avago
Finance to maintain a maximum leverage ratio and a minimum interest coverage ratio; (ii) customary
restrictive covenants (subject, in each case, to certain exceptions and amounts) that limit Avago
Finances ability to, among other things, create liens, merge or consolidate with and into other
persons, and sell assets; (iii) customary events of default, upon the occurrence of which, after
any applicable grace period, the lenders will have the ability to accelerate all outstanding loans
thereunder and terminate the commitments; and (iv) customary representations and warranties. In
addition, Avago Finance has the ability, at any time, to increase the aggregate commitments under
the credit agreement from $200 million to $300 million subject to the condition that no default or
event of default shall have occurred and be continuing and other terms and conditions set forth in
the credit agreement, and the receipt of sufficient commitments for such increase from the lenders.
Certain subsidiaries of the Company guarantee the revolving credit facility. The credit agreement
also provides for the issuance of letters of credit of up to $40 million in the aggregate, which
reduces the available borrowing capacity under the revolving credit facility on a dollar for dollar
basis. As of May 1, 2011, we had no borrowings outstanding under the new revolving credit facility
and were in compliance with the financial covenants.
6. Fair Value
Fair value is defined as the price that would be received upon sale of an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement
date. A three level hierarchy is applied to prioritize the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements).
The three levels of the fair value hierarchy under the guidance for fair value measurements
are described below:
Level 1Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets
or liabilities that the reporting entity has the ability to access at the measurement date. Our
Level 1 assets include money market funds, time deposits, bank acceptances and investment
fundsdeferred compensation plan assets. We measure money market funds and investment funds at
quoted market price as they are traded in an active market with sufficient volume and frequency of
transactions. Time deposits are highly liquid with maturities of ninety days or less. Bank
acceptances are highly liquid with maturities of one hundred and eighty days or less. Due to their
short-term maturities, we have determined that the fair value of time deposits and bank acceptances
should be their face value.
Level 2Level 2 inputs are inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly. If the asset or liability has
a specified (contractual) term, a Level 2 input must be observable for substantially the full term
of the asset or liability. We did not have any Level 2 asset or liability activities during the
quarter ended May 1, 2011.
Level 3Level 3 inputs are unobservable inputs for the asset or liability in which there is
little, if any, market activity for the asset or liability at the measurement date. Level 3 assets
and liabilities include cost method investments, goodwill, amortizable intangible assets, and
property, plant and equipment, which are measured at fair value using a discounted cash flow
approach when they are impaired. We did not have any Level 3 asset or liability activities during
the quarter ended May 1, 2011.
11
Assets Measured at Fair Value on a Recurring Basis
The table below sets forth by level our financial assets that were accounted for at fair value
as of May 1, 2011. The table does not include cash on hand and also does not include assets that
are measured at historical cost or any basis other than fair value (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
|
|
|
|
|
Measurement |
|
|
|
|
|
|
|
as of May 1, |
|
|
|
|
|
|
|
2011 Using |
|
|
|
|
|
|
Quoted Prices |
|
|
|
Portion of Carrying |
|
|
In Active |
|
|
|
Value Measured at |
|
|
Market For |
|
|
|
Fair Value as of May |
|
|
Identical Assets |
|
|
|
1, 2011 |
|
|
(Level
1) |
|
Money Market Funds (1) |
|
$ |
89 |
|
|
$ |
89 |
|
Time deposits (1) |
|
|
277 |
|
|
|
277 |
|
Investment Funds Deferred Compensation Plan Assets (2) |
|
|
5 |
|
|
|
5 |
|
Bank acceptances (2) |
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
Total assets measured at fair value |
|
$ |
372 |
|
|
$ |
372 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Included in cash and cash equivalents in our unaudited condensed consolidated balance
sheet |
|
(2) |
|
Included in other current assets in our unaudited condensed consolidated balance sheet |
During the quarter and six months ended May 1, 2011, there were no material transfers between
Level 1 and Level 2 fair value instruments.
Assets Measured at Fair Value on a Nonrecurring Basis
There were no nonfinancial assets or liabilities measured at fair value as of May 1, 2011.
Fair Value of Other Financial Instruments
The following table presents the carrying amounts and fair values of financial instruments as
of October 31, 2010 and May 1, 2011 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2010 |
|
May 1, 2011 |
|
|
|
|
|
|
|
|
|
|
Carrying |
|
|
|
|
Carrying Value |
|
Fair Value |
|
Value |
|
Fair Value |
Fixed rate debt |
|
$ |
230 |
|
|
$ |
247 |
|
|
$ |
|
|
|
$ |
|
|
The fair values of cash and cash equivalents, trade accounts receivable, accounts payable
and accrued liabilities, to the extent the underlying liability will be settled in cash,
approximate carrying values because of the short-term nature of these instruments. The fair value
of our long-term debt is based on quoted market rates.
7. Shareholders Equity
We filed a prospectus supplement, dated December 6, 2010, with the SEC relating to sale of
25,000,000 of our ordinary shares by certain of our shareholders in a registered public offering,
or the December Offering. This transaction closed on December 10, 2010 and 25,000,000 shares were
sold to the public at a price of $25.35 per share including a $0.35 per share discount to the
underwriters. We did not receive any proceeds from the sale of shares sold in the December Offering
other than proceeds from options exercised by a shareholder in connection with the sale of shares
by the shareholder in the December Offering.
We filed a prospectus supplement, dated January 18, 2011, with the SEC relating to sale of
25,000,000 of our ordinary shares by certain of our shareholders in a registered public offering,
or the January Offering. This transaction closed on January 21, 2011 and 25,000,000 shares were
sold to the public at a price per share of $27.75 including a $0.50 per share discount to the
underwriters. We did not receive any proceeds from the sale of shares sold in the January Offering
other than proceeds from options exercised by a shareholder in connection with the sale of shares
by the shareholder in the January Offering.
12
We filed a prospectus supplement, dated February 28, 2011, with the SEC relating to sale of
25,000,000 of our ordinary shares by certain of our shareholders in a registered public offering,
or the February Offering. This transaction closed on March 4, 2011 and 25,000,000 shares were sold
to the public at a price per share of $32.50 including a $0.55 per share discount to the
underwriters. We did not receive any proceeds from the sale of shares sold in the February
Offering.
Dividends
We paid a cash dividend of $0.08 per share, or $20 million in total in the second fiscal
quarter and have paid aggregate dividends of $37 million during the first six months of fiscal year
2011.
Share-Based Compensation
The following table summarizes share-based compensation expense related to share-based awards
granted to employees, directors, and non-employees for the quarters and six months ended May 2,
2010 and May 1, 2011 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
Six Months Ended |
|
|
|
May 2, |
|
|
May 1, |
|
|
May 2, |
|
|
May 1, |
|
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
Cost of products sold |
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
2 |
|
Research and development |
|
|
2 |
|
|
|
3 |
|
|
|
3 |
|
|
|
6 |
|
Selling, general and administrative |
|
|
3 |
|
|
|
5 |
|
|
|
7 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share-based compensation expense |
|
$ |
6 |
|
|
$ |
9 |
|
|
$ |
11 |
|
|
$ |
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average assumptions utilized for our Black-Scholes valuation model for options
and ESPP rights granted during the quarters and six months ended May 2, 2010 and May 1, 2011 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
Options |
|
ESPP |
|
ESPP |
|
|
Quarter Ended |
|
Six Months Ended |
|
Quarter Ended |
|
Six Months Ended |
|
|
|
|
|
|
|
|
|
|
|
May 2, |
|
May 1, |
|
May 2, |
|
May 1, |
|
May 1, |
|
May 1, |
|
|
2010 |
|
2011 |
|
2010 |
|
2011 |
|
2011 |
|
2011 |
Risk-free interest rate |
|
|
2.6 |
% |
|
|
2.2 |
% |
|
|
2.6 |
% |
|
|
2.2 |
% |
|
|
0.2 |
% |
|
|
0.2 |
% |
Dividend yield |
|
|
0 |
% |
|
|
0.86 |
% |
|
|
0 |
% |
|
|
0.85 |
% |
|
|
0.43 |
% |
|
|
0.21 |
% |
Volatility |
|
|
44.0 |
% |
|
|
44.0 |
% |
|
|
45.0 |
% |
|
|
44.0 |
% |
|
|
40.0 |
% |
|
|
41.0 |
% |
Expected term (in years) |
|
|
5.0 |
|
|
|
5.0 |
|
|
|
5.0 |
|
|
|
5.0 |
|
|
|
0.5 |
|
|
|
0.5 |
|
The dividend yield of zero, for the quarter and six months ended May 2, 2010 is based on
the fact that we did not intend to pay cash dividends as of the respective option grant dates
during those periods. The dividend yield for the quarter and six months ended May 1, 2011 is based
on the dividend yield as of the respective option grant dates. Expected volatility is based on the
combination of historical volatility of guideline publicly traded companies over the period
commensurate with the expected life of the options and the implied volatility of guideline publicly
traded companies from traded options with a term of 180 days or greater measured over the last
three months. The risk-free interest rate is derived from the average U.S. Treasury Strips rate
during the period, which approximates the rate in effect at the time of grant. Our computation of
expected term was based on data, such as the data of peer companies and company-specific attributes
that we believe could affect employees exercise behavior.
Based on the above assumptions, the weighted-average fair values of the options granted under
the share option plans for the quarters ended May 2, 2010 and May 1, 2011 were $7.97 and $12.30,
respectively, and $7.60 and $12.21 for the six months ended May 2, 2010 and May 1, 2011. The
weighted-average fair values of the rights to purchase shares in the ESPP for the quarter and six
months ended May 1, 2011 were $7.86 and $7.03, respectively. RSUs were first granted in the fourth
quarter of fiscal year 2010. The weighted-average fair value of RSUs granted under the 2009 Equity
Incentive Award Plan for the quarter and six months ended May 1, 2011 was $32.39.
Total compensation cost related to unvested options as of May 1, 2011 was $108 million, which
is expected to be recognized over the remaining weighted-average service period of 3 years. Total
unrecognized compensation cost related to the ESPP as of May 1, 2011 was $1 million, which is
expected to be recognized over the remaining 4 months of the current offering period under the
ESPP. Total compensation cost related to unvested RSUs as of May 1, 2011 was $14 million, which is
expected to be recognized over the remaining weighted-average service period of 4 years.
13
Share Option Plans
A summary of option award activity related to our equity incentive plans follows (in millions,
except years and per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
Average |
|
|
|
|
Awards |
|
|
|
|
|
Average |
|
Remaining |
|
Aggregate |
|
|
Available for |
|
Number |
|
Exercise Price |
|
Contractual Life |
|
Intrinsic |
|
|
Grant |
|
Outstanding |
|
Per Share |
|
(in years) |
|
Value |
Balance as of October 31, 2010 |
|
|
14 |
|
|
|
23 |
|
|
$ |
11.50 |
|
|
|
7.41 |
|
|
$ |
307 |
|
Granted |
|
|
(4 |
) |
|
|
4 |
|
|
$ |
32.11 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
(6 |
) |
|
$ |
6.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of May 1, 2011 |
|
|
10 |
|
|
|
21 |
|
|
$ |
16.24 |
|
|
|
7.38 |
|
|
$ |
354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested as of May 1, 2011 |
|
|
|
|
|
|
5 |
|
|
$ |
9.09 |
|
|
|
6.19 |
|
|
$ |
126 |
|
Vested and expected to vest as of May 1, 2011 |
|
|
|
|
|
|
19 |
|
|
$ |
15.68 |
|
|
|
17.78 |
|
|
$ |
334 |
|
The following table summarizes the ranges of outstanding and exercisable option awards as
of May 1, 2011 (in millions, except years and per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards Outstanding |
|
Awards Exercisable |
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Weighted- |
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Remaining |
|
Average |
|
|
|
|
|
Average |
|
|
Number |
|
Contractual |
|
Exercise Price |
|
Number |
|
Exercise Price |
Exercise Prices |
|
Outstanding |
|
Life (in years) |
|
Per Share |
|
Exercisable |
|
Per Share |
$0.00-5.00 |
|
|
3 |
|
|
|
4.72 |
|
|
$ |
4.97 |
|
|
|
2 |
|
|
$ |
4.96 |
|
5.01-10.00 |
|
|
2 |
|
|
|
7.60 |
|
|
$ |
9.13 |
|
|
|
1 |
|
|
$ |
9.00 |
|
10.01-15.00 |
|
|
7 |
|
|
|
7.06 |
|
|
$ |
11.82 |
|
|
|
2 |
|
|
$ |
11.00 |
|
15.01-20.00 |
|
|
2 |
|
|
|
8.60 |
|
|
$ |
17.60 |
|
|
|
|
|
|
$ |
17.77 |
|
20.01-25.00 |
|
|
4 |
|
|
|
9.25 |
|
|
$ |
20.53 |
|
|
|
|
|
|
$ |
20.48 |
|
25.01-30.00 |
|
|
|
|
|
|
9.69 |
|
|
$ |
28.52 |
|
|
|
|
|
|
$ |
|
|
30.01-35.00 |
|
|
3 |
|
|
|
6.87 |
|
|
$ |
32.38 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
21 |
|
|
|
7.38 |
|
|
$ |
16.24 |
|
|
|
5 |
|
|
$ |
9.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of May 1, 2011, we had 0.5 million RSUs outstanding, which are not included in
the above summaries.
Employee Share Purchase Plan
The ESPP currently has 8 million shares authorized to be issued. The ESPP consists of
successive six-month offering periods and permits eligible employees to purchase ordinary shares
through payroll deductions, at the end of each offering period, at a price equal to the lesser of
85% of the fair market value of the ordinary shares at either the beginning or ending of the
relevant offering period. Under the ESPP, employees purchased 0.2 million shares for aggregate
consideration of $3 million in the second quarter of fiscal year 2011. The next purchase date under
the ESPP is scheduled to occur in the fourth quarter of fiscal year 2011. As at May 1, 2011, 7.8
million shares remained available for issuance under the ESPP.
8. Income Taxes
For the quarter ended May 1, 2011, we recorded an income tax provision of $2 million compared
to $9 million for the quarter ended May 2, 2010. For the six months ended May 1, 2011 we recorded
an income tax provision of $3 million compared to $13 million for the six months ended May 2, 2010.
In February, 2010, the Malaysian government granted us a tax holiday on our qualifying Malaysian
income, which is effective for ten years beginning with our fiscal year 2009. As a result of
receiving this tax incentive, we wrote down deferred tax assets of $6 million during the quarter
ended May 2, 2010 that we previously recorded in this
14
jurisdiction. The tax provision for the six months ended May 1, 2011 included the recognition of a
tax benefit as a result of U.S. legislation enacted in the first quarter of fiscal year 2011
retroactively reinstating the research and development tax credit.
9. Segment Information
ASC 280 Segment Reporting, or ASC 280, establishes standards for the way public business
enterprises report information about operating segments in annual consolidated financial statements
and requires that those enterprises report selected information about operating segments in interim
financial reports. ASC 280 also establishes standards for related disclosures about products and
services, geographic areas and major customers. We have concluded that we have one reportable
segment based on the following factors: sales of semiconductors represents our only material source
of revenue; substantially all products offered incorporate analog functionality and are
manufactured under similar manufacturing processes; we use an integrated approach in developing our
products in that discrete technologies developed are frequently integrated across many of our
products; we use a common order fulfillment process and similar distribution approach for our
products; and broad distributor networks are typically utilized while large accounts are serviced
by a direct sales force. The Chief Executive Officer has been identified as the Chief Operating
Decision Maker as defined by ASC 280.
10. Related Party Transactions
Kohlberg Kravis Roberts & Co., or KKR, and Silver Lake Partners, or Silver Lake
As of May 1, 2011, KKR and Silver Lake together, the Sponsors, indirectly owned approximately
20.3% of our shares. Prior to March 18, 2011, KKR, Silver Lake, held our shares indirectly through
their ownership of Bali Investments S.àr.l, or Bali. On March 18, 2011, in connection with the
liquidation of Bali, Bali distributed our ordinary shares held by it to its shareholders, including
KKR and Silver Lake.
Capstone Consulting
Capstone Consulting, or Capstone, an affiliate of KKR was granted options to purchase 800,000
ordinary shares with an exercise price of $5.00 per share on February 3, 2006. These options were
no longer subject to variable accounting as 700,000 of the option shares vested by the end of the
first quarter of fiscal year 2010 and performance targets related to the remaining 100,000 option
shares were not met and these 100,000 options shares did not vest. In connection with our initial
public offering in August 2009, and secondary public offerings of our shares in January 2010 and
August 2010, Capstone exercised and sold an aggregate of 222,949 option shares, in respect of which
we received aggregate option exercise proceeds of $1 million. During the first half of fiscal year
2011, Capstone exercised and sold an aggregate of 169,103 option shares in secondary public
offerings of our shares in December 2010 and January 2011, in respect of which we received
aggregate option exercise proceeds of $1 million. Capstone exercised this option with respect to
the remaining 307,948 shares on February 2, 2011, as a result of which we received aggregate
options exercise proceeds of $2 million.
Bali Investments S.àr.l, Seletar Investments Pte. Ltd. and Geyser Investment Pte. Ltd.
In connection with a secondary offering in January 2010, selling shareholders Bali Investments
S.àr.l, Geyser Investments Pte. Ltd. and Seletar Investment Pte. Ltd. agreed to reimburse the
Company for certain expenses of that offering that amounted to less than $1 million.
Flextronics
Mr. James A. Davidson, a director of the Company until March 9, 2011, also serves as a
director of Flextronics International Ltd., or Flextronics. In the ordinary course of business, on
an arms length basis, we sell certain of our products to Flextronics.
Hewlett-Packard Company
Mr. John R. Joyce, a director of the Company until March 26, 2010, also serves as a director
of Hewlett-Packard Company, or Hewlett-Packard. In the ordinary course of business, on an arms
length basis, we sell certain of our products to Hewlett-Packard. We also use Hewlett-Packard as a
service provider for information technology services.
PMC Sierra, Inc.
Mr. James Diller, a director of the Company and the chairman of its board of directors, also
serves on the board of directors of PMC Sierra, Inc., or PMC Sierra, as vice-chairman. In the
ordinary course of business, on an arms length basis, we sell certain of our products to PMC
Sierra.
15
Unisteel Technology Limited
Funds affiliated with KKR own substantially all the outstanding shares of Unisteel Technology
Limited or Unisteel. We purchase certain materials from Unisteel, in the ordinary course of
business on an arms length basis.
WIN Semiconductor Corp.
Mr. John Min-Chih Hsuan, who became a director of the Company on February 14, 2011, is also a
director of WIN Semiconductor Corp., one of our third-party contract manufacturers with whom we do
business in the ordinary course, on an arms length basis.
Wistron Corporation
Mr. John Min-Chih Hsuan, a director of the Company, is also a director of Wistron Corporation,
one of our customers. In the ordinary course of business, on an arms length basis, we sell certain
of our products to Wistron Corporation.
Transactions and balances with our related parties were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
Six Months Ended |
|
|
May 2, |
|
May 1, |
|
May 2, |
|
May 1, |
|
|
2010 |
|
2011 |
|
2010 |
|
2011 |
Net revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flextronics2 |
|
$ |
24 |
|
|
$ |
40 |
|
|
$ |
59 |
|
|
$ |
68 |
|
Hewlett-Packard Company1 |
|
|
6 |
|
|
|
|
|
|
|
12 |
|
|
|
|
|
Wistron Corporation3 |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hewlett-Packard Company1 |
|
$ |
4 |
|
|
|
|
|
|
$ |
6 |
|
|
|
|
|
Capstone (Share-based compensation) |
|
|
|
* |
|
|
|
|
|
|
|
* |
|
|
|
|
Unisteel Technology Limited |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
|
* |
WIN Semiconductor Corp.4 |
|
|
|
|
|
|
20 |
|
|
|
|
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
October 31, |
|
May 1, |
|
|
2010 |
|
2011 |
Receivables: |
|
|
|
|
|
|
|
|
Flextronics2 |
|
$ |
13 |
|
|
$ |
21 |
|
Seletar Investments Pte. Ltd. |
|
|
|
* |
|
|
|
|
Wistron Corporation3 |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
October 31, |
|
May 1, |
|
|
2010 |
|
2011 |
Payables: |
|
|
|
|
|
|
|
|
KKR |
|
$ |
|
* |
|
$ |
|
|
Silver Lake |
|
|
|
* |
|
|
|
|
Unisteel Technology Limited |
|
|
|
* |
|
|
|
* |
WIN Semiconductor Corp.4 |
|
|
|
|
|
|
9 |
|
|
|
|
* |
|
Represents amounts less than $0.5 million. |
16
|
|
|
1 |
|
Amounts represent net revenue and operating expense transactions with Hewlett-Packard
through the quarter ended May 2, 2010. Hewlett-Packard ceased to be a related party after the
second quarter of fiscal year 2010. |
|
2 |
|
Amounts represent net revenue transactions with Flextronics through the quarter and
six months ended May 1, 2011 and accounts receivable balance as of May 1, 2011. Flextronics ceased
to be a related party after the second quarter of fiscal year 2011. |
|
3 |
|
Amounts represent net revenue transactions with Wistron Corporation for the quarter
ended May 1, 2011 and accounts receivable balance as of May 1, 2011. Wistron Corporation became a
related party during second quarter of fiscal year 2011. |
|
4 |
|
Amounts represent operating expense transactions with WIN Semiconductor Corp. for the
quarter ended May 1, 2011 and accounts payable balance as of May 1, 2011. WIN Semiconductor Corp.
became a related party during second quarter of fiscal year 2011. |
11. Commitments and Contingencies
Commitments
Purchase Commitments. We have unconditional purchase obligations which include agreements to
purchase goods or services that are enforceable and legally binding on us and that specify all
significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or
variable price provisions and the approximate timing of the transaction. Purchase obligations
exclude agreements that are cancelable without penalty.
Debt. Estimated future interest expense payments related to our revolving credit facility
include payments on our commitment fees. See Note 5. Borrowings.
The following table sets forth changes in our commitments as of May 1, 2011 for the fiscal
periods noted (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
(remainder) |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
Thereafter |
Debt |
|
$ |
3 |
|
|
|
|
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Purchase commitments |
|
|
54 |
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no other substantial changes to our contractual commitments during the first
half of fiscal year 2011 from those disclosed in our Annual Report on Form 10-K for fiscal year
2010.
Contingencies
From time to time, we are involved in litigation that we believe is of the type common to
companies engaged in our line of business, including commercial disputes and employment issues. As
of the date of this filing, we are not involved in any pending legal proceedings that we believe
would likely have a material adverse effect on our financial condition, results of operations or
cash flows. However, certain pending disputes involve claims by third parties that our activities
infringe their patent, copyright, trademark or other intellectual property rights. These claims
generally involve the demand by a third-party that we cease the manufacture, use or sale of the
allegedly infringing products, processes or technologies and/or pay substantial damages or
royalties for past, present and future use of the allegedly infringing intellectual property. For
example, on July 23, 2009, TriQuint Semiconductor, Inc., or TriQuint, filed a complaint against us
and certain of our subsidiaries in the U.S. District Court, District of Arizona seeking declaratory
judgment that four of our patents relating to RF filter technology used in our wireless products
are invalid and, if valid, that TriQuints products do not infringe any of those patents. TriQuint
subsequently withdrew those claims with respect to three of those four patents. In addition,
TriQuint claims that certain of our wireless products infringe three of its patents. TriQuint is
seeking damages in an unspecified amount, treble damages for alleged willful infringement,
attorneys fees and injunctive relief. We filed our answer and initial counterclaim on September 17,
2009, denying infringement, asserting the invalidity of TriQuints patents and asserting
infringement by TriQuint of ten Avago patents and filed additional counterclaims on March 25, 2010
for the misappropriation of Avago trade secrets. On October 16, 2009, TriQuint filed its answer to
our initial counterclaim, denying infringement and filed an antitrust counterclaim and
counterclaims for declaratory judgment of non infringement and invalidity. While the court
dismissed TriQuints antitrust counterclaims on procedural grounds on March 16, 2010, TriQuint
filed a motion to file an amended pleading for its anti-trust claims, which was granted on August
3, 2010. We intend to defend this lawsuit vigorously, and future actions may include the assertion
by us of additional claims or counterclaims against TriQuint related to our intellectual property
portfolio.
In addition, on February 8, 2010, PixArt Imaging Inc., or PixArt, filed an action against us
in the U.S District Court, Northern District of California seeking a determination of whether
PixArt is licensed to use our portfolio of patents for optical finger navigation products pursuant
to an existing cross-license agreement between us and PixArt, which license is limited to optical
mouse and optical mouse trackball products. We did not license to PixArt our patents for optical
finger navigation products. We intend to defend this action vigorously and to seek to have the
scope of the cross-license agreement properly construed by the court as excluding such
17
products. We also filed a counterclaim against PixArt on March 31, 2010, asserting that PixArt has
breached the terms of the cross-license agreement between the parties. We are seeking a
determination that PixArt is not licensed to use our portfolio of patents for optical finger
navigation products, damages in an unspecified amount, termination for breach, or rescission, of
the license agreement and attorneys fees.
On March 15, 2010 we filed a patent infringement action against ST Microelectronics NV, or ST
Microelectronics, in the Eastern District of Texas for infringement of four of our patents related
to optical navigation devices. We amended the complaint on July 6, 2010 adding infringement of a
fifth optical navigation related patent to the action. We are seeking injunctive relief, damages in
an unspecified amount, treble damages for willful infringement and attorneys fees. In response, ST
Microelectronics filed a patent infringement action against us in the Northern District of Texas
alleging that our sales of certain optical navigation devices infringed two ST Microelectronics
patents. ST Microelectronics is seeking injunctive relief and damages in an unspecified amount. ST
Microelectronics filed a second suit against us on November 5, 2010 in the Northern District of
California alleging certain anticompetitive actions by us in the optical navigation sensor market.
ST Microelectronics is seeking injunctive and compensatory relief under the Sherman Act and the
Clayton Act and Attorneys fees. On January 4, 2011, we filed a motion to dismiss ST
Microelectronics claims relating to anticompetitive actions by us and on April 11, 2011, the court
ordered a stay of this matter pending resolution of the patent litigation in the Eastern District
of Texas. We intend to defend these lawsuits vigorously, and future actions may include the
assertion by us of additional claims or counterclaims against ST Microelectronics related to our
intellectual property portfolio.
We have not yet been able to determine whether that an unfavorable outcome is probable or
reasonably possible and have not been able to reasonably estimate the amount or range of any
possible loss. As a result, no amounts have been accrued or disclosed in the accompanying unaudited
condensed consolidated financial statements with respect to these legal proceedings.
Claims that our products or processes infringe or misappropriate any third-party intellectual
property rights (including claims arising through our contractual indemnification of our customers)
often involve highly complex, technical issues, the outcome of which is inherently uncertain.
Moreover, from time to time we pursue litigation to assert our intellectual property rights.
Regardless of the merit or resolution of any such litigation, complex intellectual property
litigation is generally costly and diverts the efforts and attention of our management and
technical personnel.
Warranty
Commencing in the second quarter of fiscal year 2008, we notified certain customers of a
product quality issue and began taking additional steps to correct the quality issue and work with
affected customers to determine potential costs covered by our warranty obligations. We maintain
insurance coverage for product liability and have been working with our insurance carriers to
determine the extent of covered losses in this situation. Based on settlements with customers to
date, the status of discussions with other affected customers and discussions with our insurance
carriers, we recorded a charge of $2 million during the fourth quarter of fiscal year 2009 to cover
costs relating to this quality issue in excess of expected insurance coverage. We continue to have
discussions with affected customers and presently believe that amounts we have recorded in our
financial statements along with expected insurance coverage proceeds will be adequate to resolve
these claims, although this assessment is subject to change based on the ultimate resolution of
this matter with customers and the insurance carriers. In addition, if the timing of settlement of
claims with customers and the timing of determination of insurance recoveries do not occur in the
same reporting periods, there could be material increases in charges to the consolidated statement
of operations in a future period and decreases in a subsequent period once insurance recoveries are
deemed probable of realization.
During fiscal year 2009 we identified another product quality issue with a particular
component, took steps to correct the quality issue and notified our customers. Though the expected
failure rate of the product was not 100%, based on our quality tests, we have offered to replace
all such components used or still held by our customers. We recorded charges of $6 million during
fiscal year 2009 related to this product quality issue, based on the progress of discussions with
our customers and our evaluation of the best estimate of our exposure related to this matter, which
covered costs to scrap inventory of such components held by us and costs associated with providing
replacement parts to customers. During fiscal year 2010, we recorded additional charges of $11
million to cover customer claims for reimbursements of costs incurred by such customers related to
this product quality issue and also during fiscal year 2010, we reached final settlement agreements
with certain customers on this product quality issue. The final settlement amounts approximate the
estimated accrued warranty obligations for those customers. In addition, we made $2 million of cash
settlement payments in connection with these agreements during fiscal year 2010, resulting in a $2
million decrease in the warranty accrual for this product quality issue during the same period.
During the first half of fiscal year 2011, we reached additional final settlement agreements with
certain customers, made $1 million of cash settlement payments and shipped $1 million of
replacement parts in connection with these agreements, resulting in a $2 million decrease in the
warranty accrual for this product quality issue during the period. In addition, following these
additional settlements, we reassessed our overall exposure relating to this product quality issue
based on the estimates of unknown and known claims, including our estimate of any
remaining replacement parts exposure, and reduced the warranty accrual we previously recorded by $4
million. We presently believe that amounts we have recorded in our financial statements will be
adequate to resolve any warranty obligations related to this issue, although this assessment is
subject to change based on the ultimate
18
resolution of this matter with remaining customers. However, we continue to have discussions with
affected customers on the matter and although we have made our best estimate of the expected
warranty obligation based on available information, we could record further charges in future
periods based on the ultimate resolution of this matter with such customers.
Indemnifications to Hewlett-Packard and Agilent
Agilent has given multiple indemnities to Hewlett-Packard Company in connection with its
activities prior to its spin-off from Hewlett-Packard Company in June 1999 for the businesses that
constituted Agilent prior to the spin-off. As the successor to the SPG business of Agilent, we have
acquired responsibility for indemnifications related to assigned intellectual property agreements.
Additionally, when we completed the acquisition of SPG from Agilent in December 2005, we provided
indemnities to Agilent with regard to Agilents conduct of the SPG business prior to the SPG
acquisition. In our opinion, the fair value of these indemnifications is not material and no amount
has been accrued in the accompanying condensed consolidated financial statements with respect to
these indemnification obligations.
Other Indemnifications
As is customary in our industry and as provided for in local law in the United States and
other jurisdictions, many of our standard contracts provide remedies to our customers and others
with whom we enter into contracts, such as defense, settlement, or payment of judgment for
intellectual property claims related to the use of our products. From time to time, we indemnify
customers, as well as our suppliers, contractors, lessors, lessees, companies that purchase our
businesses or assets and others with whom we enter into contracts, against combinations of loss,
expense, or liability arising from various triggering events related to the sale and the use of our
products, the use of their goods and services, the use of facilities and state of our owned
facilities, the state of the assets and businesses that we sell and other matters covered by such
contracts, usually up to a specified maximum amount. In addition, from time to time we also provide
protection to these parties against claims related to undiscovered liabilities, additional product
liability or environmental obligations. In our experience, claims made under such indemnifications
are rare and the associated estimated fair value of the liability is not material.
12. Subsequent Events
We filed a prospectus supplement, dated May 31, 2011, with the SEC relating to sale of
25,000,000 of our ordinary shares by certain of our shareholders in a registered public offering,
or the May Offering. This transaction closed on June 3, 2011. We did not receive any proceeds from
the sale of shares sold in the May Offering.
On June 8, 2011, the Board of Directors of Avago Technologies Limited, or the Board of
Directors, declared an interim cash dividend on the Companys ordinary shares of $0.09 per share,
payable on June 30, 2011 to shareholders of record at the close of business (5:00 p.m.), Eastern
Time, on June 17, 2011.
On
June 8, 2011, our Board of Directors authorized the repurchase
of up to 15 million of
the Companys outstanding ordinary shares, not to exceed
$500 million of its ordinary shares, in the
aggregate, pursuant to the shareholder approval of the Companys 2011 share purchase mandate
received at the Companys 2011 Annual General Meeting on March 30, 2011, or the 2011 Share Purchase
Mandate. Pursuant to the 2011 Share Purchase Mandate, the Company, upon authorization of the Board
of Directors, is authorized to repurchase approximately 24.6 million ordinary shares (representing
10% of the outstanding shares on the date of the 2011 Annual General Meeting), in open market
transactions or pursuant to equal access schemes, prior to the date on which the 2012 Annual
General Meeting of the Company is held or is required by law to be held. The
Company may not repurchase more than 15 million of ordinary shares, or more than $500 million of
the Companys ordinary shares, without further action by the
Board of Directors. Share repurchases, if any, will be made in the
open market at such times and in such amounts as the Company deems appropriate.
The timing and actual number of shares repurchased will depend on a variety of factors including
price, market conditions and applicable legal requirements. The share repurchase program does not
obligate the Company to repurchase any specific number of shares and may be suspended or terminated
at any time without prior notice.
19
Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with the unaudited condensed consolidated financial statements and
the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited
consolidated financial statements and notes thereto and managements discussion and analysis of
financial condition and results of operations for the fiscal year ended October 31, 2010, or fiscal
year 2010, included in our Annual Report on Form 10-K for fiscal year 2010, or 2010 Annual Report
on Form 10-K. References to Avago we, our and us are to Avago Technologies Limited and its
consolidated subsidiaries, unless otherwise specified or the context otherwise requires. This
Quarterly Report on Form 10-Q may contain predictions, estimates and other forward-looking
statements that involve a number of risks and uncertainties, which are made under the safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
All statements other than statements of historical fact could be deemed forward-looking, including,
but not limited to, any projections of financial information; any statements about historical
results that may suggest trends for our business; any statements of the plans, strategies, and
objectives of management for future operations; any statements of expectation or belief regarding
future events, technology developments, our products, product sales, expenses, liquidity, cash flow
and growth rates, or enforceability of our intellectual property rights and related litigation
expenses; and any statements of assumptions underlying any of the foregoing. These forward-looking
statements are based on current expectations, estimates, forecasts and projections of future Avago
or industry performance based on managements judgment, beliefs, current trends and market
conditions and involve risks and uncertainties that may cause actual results to differ materially
from those contained in the forward-looking statements. Accordingly, we caution you not to place
undue reliance on these statements. For example, there can be no assurance that our product sales
efforts, revenues or expenses will meet any expectations or follow any trend(s), or that our
ability to compete effectively will be successful or yield anticipated results. Important factors
that could cause actual results to differ materially from our expectations are disclosed under
Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q, and in other documents we
file from time to time with the Securities and Exchange Commission, or SEC. We undertake no intent
or obligation to publicly update or revise any of these forward-looking statements, whether as a
result of new information, future events or otherwise.
Overview
We are a leading designer, developer and global supplier of a broad range of analog
semiconductor devices with a focus on III-V based products. III-V semiconductor materials have
higher electrical conductivity and thus tend to have better performance characteristics in radio
frequency, or RF, and optoelectronic applications than silicon. We differentiate ourselves through
our high performance design and integration capabilities. We serve four primary target markets:
wireless communications, wired infrastructure, industrial and automotive electronics, and consumer
and computing peripherals. Applications for our products in these target markets include cellular
phones, consumer appliances, data networking and telecommunications equipment, enterprise storage
and servers, factory automation, displays, optical mice and printers.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with generally accepted accounting
principles in the United States, or GAAP requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the
reporting period. We base our estimates and assumptions on current facts, historical experience and
various other factors that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities and
the accrual of costs and expenses that are not readily apparent from other sources. The actual
results experienced by us may differ materially and adversely from our estimates. Our critical
accounting policies are those that affect our historical financial statements materially and
involve difficult, subjective or complex judgments by management. Those policies include revenue
recognition, valuation of long-lived assets, intangible assets and goodwill, inventory valuation
and warranty reserves, accounting for income taxes and share-based compensation.
There have been no significant changes in our critical accounting policies during the quarter
and six months ended May 1, 2011 compared to those previously disclosed in Critical Accounting
Policies and Estimates in Managements Discussion and Analysis of Financial Condition and Results
of Operations included in our 2010 Annual Report on Form 10-K.
20
Results from Operations
Quarter and Six Months Ended May 1, 2011 Compared to Quarter and Six Months Ended May 2, 2010
The following tables set forth our results of operations for the quarters and six months ended
May 1, 2011 and May 2, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
May 2, |
|
|
May 1, |
|
|
May 2, |
|
|
May 1, |
|
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
|
(In millions) |
|
|
(As a percentage of net revenue) |
|
Statement of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
$ |
515 |
|
|
$ |
560 |
|
|
|
100 |
% |
|
|
100 |
% |
Cost of products sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold |
|
|
268 |
|
|
|
271 |
|
|
|
52 |
|
|
|
48 |
|
Amortization of intangible
assets |
|
|
14 |
|
|
|
14 |
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of products sold |
|
|
282 |
|
|
|
285 |
|
|
|
55 |
|
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
233 |
|
|
|
275 |
|
|
|
45 |
|
|
|
49 |
|
Research and development |
|
|
70 |
|
|
|
76 |
|
|
|
14 |
|
|
|
14 |
|
Selling, general and
administrative |
|
|
48 |
|
|
|
55 |
|
|
|
9 |
|
|
|
10 |
|
Amortization of intangible assets |
|
|
6 |
|
|
|
5 |
|
|
|
1 |
|
|
|
1 |
|
Restructuring charges |
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
125 |
|
|
|
137 |
|
|
|
24 |
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
108 |
|
|
|
138 |
|
|
|
21 |
|
|
|
24 |
|
Interest expense |
|
|
(8 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
|
|
Loss on extinguishment of debt |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
Other income (expense), net |
|
|
(1 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
99 |
|
|
|
137 |
|
|
|
19 |
|
|
|
24 |
|
Provision for income taxes |
|
|
9 |
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
90 |
|
|
$ |
135 |
|
|
|
17 |
% |
|
|
24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
May 2, |
|
|
May 1, |
|
|
May 2, |
|
|
May 1, |
|
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
|
(In millions) |
|
|
(As a percentage of net revenue) |
|
Statement of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
$ |
971 |
|
|
$ |
1,110 |
|
|
|
100 |
% |
|
|
100 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold |
|
|
515 |
|
|
|
536 |
|
|
|
53 |
|
|
|
48 |
|
Amortization of intangible assets |
|
|
29 |
|
|
|
28 |
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of products sold |
|
|
544 |
|
|
|
564 |
|
|
|
56 |
|
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
427 |
|
|
|
546 |
|
|
|
44 |
|
|
|
49 |
|
Research and development |
|
|
134 |
|
|
|
149 |
|
|
|
14 |
|
|
|
13 |
|
Selling, general and administrative |
|
|
94 |
|
|
|
105 |
|
|
|
10 |
|
|
|
10 |
|
Amortization of intangible assets |
|
|
11 |
|
|
|
11 |
|
|
|
1 |
|
|
|
1 |
|
Restructuring charges |
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
241 |
|
|
|
266 |
|
|
|
25 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
186 |
|
|
|
280 |
|
|
|
19 |
|
|
|
25 |
|
Interest expense |
|
|
(19 |
) |
|
|
(4 |
) |
|
|
(2 |
) |
|
|
|
|
Loss on extinguishment of debt |
|
|
(24 |
) |
|
|
(20 |
) |
|
|
(2 |
) |
|
|
(2 |
) |
Other income (expense), net |
|
|
(2 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
141 |
|
|
|
257 |
|
|
|
15 |
|
|
|
23 |
|
Provision for income taxes |
|
|
13 |
|
|
|
3 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
128 |
|
|
$ |
254 |
|
|
|
13 |
% |
|
|
23 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue. Net revenue was $560 million for the quarter ended May 1, 2011, compared to $515
million for the quarter ended May 2, 2010, an increase of $45 million or 9%. Net revenue was $1,110
million for the six months ended May 1, 2011, compared to $971 million for the six months ended May
2, 2010, an increase of $139 million or 14%. Net revenue increased primarily due to strength in the
industrial and automotive electronics and wired infrastructure target markets in the quarter and
six months ended May 1, 2011. The increase in net revenue was also due to significantly improved
general economic conditions in the quarter and six months ended May 1, 2011, compared to the
corresponding periods in 2010, as well as, we believe, gains in market share in our three largest
target markets.
22
Our three largest target markets, by revenue, are wireless communications, industrial and
automotive electronics and wired infrastructure, with computer and consumer computing peripherals
typically representing a much smaller percentage of our overall net revenues. The percentage of
total net revenue generated by sales into each of our target market varies from quarter to quarter,
due largely to fluctuations in end-market demand, including the effects of seasonality. The first
fiscal quarter is typically our lowest revenue and cash generating quarter due, in part, to holiday
shut downs at many original equipment manufacturer, or OEM, customers and distributors, and the
first half of the fiscal year tends to generate lower revenues than the second half. We saw a
return to this typical seasonality during the first half of fiscal year 2011. During the second
quarter of fiscal year 2011, a devastating earthquake and subsequent tsunami struck Japan, a
critical area for manufacturing many components important for the semiconductor supply chain.
These events did not have a significant effect on our own business in the second fiscal quarter.
However, we believe these events may cause semiconductor suppliers, manufacturers and customers to
reevaluate many of the supply chain flows that are critical to their businesses, which may affect
our business in the future.
Net revenue by target market data is derived from our understanding of our end customers
primary markets, and was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
|
Six Month Ended |
|
|
|
|
May 2, |
|
May 1, |
|
|
|
|
|
May 2, |
|
May 1, |
|
|
% of net revenue |
|
2010 |
|
2011 |
|
Change |
|
2010 |
|
2011 |
|
Change |
Wireless communications |
|
|
38 |
% |
|
|
36 |
% |
|
|
(2) |
% |
|
|
38 |
% |
|
|
37 |
% |
|
|
(1 |
)% |
Industrial and automotive electronics |
|
|
29 |
|
|
|
30 |
|
|
|
1 |
|
|
|
27 |
|
|
|
30 |
|
|
|
3 |
|
Wired infrastructure |
|
|
24 |
|
|
|
29 |
|
|
|
5 |
|
|
|
25 |
|
|
|
28 |
|
|
|
3 |
|
Consumer and computing peripherals |
|
|
9 |
|
|
|
5 |
|
|
|
(4 |
) |
|
|
10 |
|
|
|
5 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenue |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
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Quarter Ended |
|
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|
Six Month Ended |
|
|
|
|
|
|
May 2, |
|
|
May 1, |
|
|
|
|
|
|
May 2, |
|
|
May 1, |
|
|
|
|
Net revenue (in millions) |
|
2010 |
|
|
2011 |
|
|
Change |
|
|
2010 |
|
|
2011 |
|
|
Change |
|
Wireless communications |
|
$ |
197 |
|
|
$ |
203 |
|
|
$ |
6 |
|
|
$ |
369 |
|
|
$ |
405 |
|
|
$ |
36 |
|
Industrial and automotive electronics |
|
|
147 |
|
|
|
167 |
|
|
|
20 |
|
|
|
264 |
|
|
|
333 |
|
|
|
69 |
|
Wired infrastructure |
|
|
123 |
|
|
|
160 |
|
|
|
37 |
|
|
|
244 |
|
|
|
313 |
|
|
|
69 |
|
Consumer and computing peripherals |
|
|
48 |
|
|
|
30 |
|
|
|
(18 |
) |
|
|
94 |
|
|
|
59 |
|
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenue |
|
$ |
515 |
|
|
$ |
560 |
|
|
$ |
45 |
|
|
$ |
971 |
|
|
$ |
1,110 |
|
|
$ |
139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue from wireless communications products increased, in absolute dollars, in both
the second quarter and the first six months of the fiscal year 2011 compared with the corresponding
prior year periods due to continued strength in mobile handset sales. The growth of key platforms
in next-generation smart phones at leading new and existing OEM customers, which incorporate many
of our proprietary products such as 3G radio frequency front-end devices drove this revenue growth.
The slight decrease in net revenue as a percentage of net revenues was due, primarily, to the
strength in our industrial and automotive electronics and wired infrastructure products.
Net revenue from industrial and automotive electronics products increased substantially, in
absolute dollars and as a percentage of net revenue, in both the second quarter and first six
months of fiscal year 2011 compared with the corresponding prior year periods. The increase was in
large part due to the effects of recovery in general economic conditions. The growth in this target
market was broad based, with particular strength in sales of optocouplers, industrial fiber optic
transceivers and motion encoders. We also continued to benefit from increased spending on and new
uses for our devices in applications such as inverters, servo machine tools, factory automation and
infrastructure applications including renewable energy, smart power grid installations and
transportation, in both developed economies and in emerging economies such as China.
Net revenue from wired infrastructure products increased substantially, in absolute dollars
and as a percentage of net revenue, in both the second quarter and first six months of fiscal year
2011, compared with the corresponding prior year periods, as spending on enterprise networking data
centers, storage systems and core routing improved. We also introduced a number of new fiber optic
transceivers and designed new ASICs in the first six months of fiscal year 2011, compared with the
corresponding prior year period, which also contributed to the increase in revenue. However, we
believe that the growth in our fiber optics transceiver business was partially offset by a
temporary weakness in our ASIC business due to inventory adjustments by some of our data networking
customers in the quarter ended May 1, 2011.
Net revenue from consumer and computing peripheral products decreased, in absolute dollars and
as a percentage of net revenue, in the second quarter and first six months of fiscal year 2011
compared with the corresponding periods in 2010. This reflected a decline in sales of optical
sensors used in optical mice and sales of motion encoders used in applications such as optical disc
drives and printers in the second quarter and first six months of fiscal year 2011. We also believe
that some customers continued to work through excess optical disc drive inventory during the
quarter ended May 1, 2011. Net revenue from this target market during these periods was also
affected by seasonal softness in the personal computer and printer market.
23
Gross margin. Gross margin was $275 million for the quarter ended May 1, 2011 compared to
$233 million for the quarter ended May 2, 2010, an increase of $42 million or 18%. As a percentage
of net revenue, gross margin increased to 49% for the quarter ended May 1, 2011 from 45% for the
quarter ended May 2, 2010. Gross margin was $546 million for the six months ended May 1, 2011
compared to $427 million for the six months ended May 2, 2010, an increase of $119 million or 28%.
As a percentage of net revenue, gross margin increased to 49% for the six months ended May 1, 2011
from 44% for the six months ended May 2, 2010. The increase in gross margin percentage was
attributable to continuing improvements in product mix. During both the quarter and six months
ended May 1, 2011, compared to the quarter and six months ended May 2, 2010, a higher proportion of
our net revenue was from products sold into the industrial and automotive electronics target market
and from sales of our proprietary products, which generally earn higher margins than our other
products. During the quarter and six months ended May 1, 2011, we also released warranty accruals
of $4 million arising from our assessment of the remaining exposure for a certain product quality
issue identified in the second quarter of fiscal year 2009, as discussed in Note 11 to the
Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Research and development. Research and development expense was $76 million for the quarter
ended May 1, 2011, compared to $70 million for the quarter ended May 2, 2010, an increase of $6
million or 9%. As a percentage of net revenue, research and development expenses remained flat at
14% for the quarter ended May 1, 2011 compared to the quarter ended May 2, 2010. The increase in
absolute dollars was attributable to $3 million increase in research and development project
consumables and test hardware, $2 million increase in salary and employee benefits expense related
to increase in headcount, $2 million increase in share-based compensation expense attributable to
grants of share-based awards at higher fair market values and to our Employee Share Purchase Plan,
or ESPP, and $1 million increase in depreciation expense related to capital expenditures supporting
research and development efforts, partially offset by a $1 million decrease in accrued incentive
compensation expense and a $1 million decrease in
equipment repair expense, compared to the quarter ended May 2, 2010. The first six month
purchase period under our ESPP began in September 2010 and ended in March 2011.
Research and development expense was $149 million for the six months ended May 1, 2011,
compared to $134 million for the six months ended May 2, 2010, an increase of $15 million or 11%.
As a percentage of net revenue, research and development expenses decreased slightly to 13% for the
six months ended May 1, 2011 from 14% for the six months ended May 2, 2010. The increase in
absolute dollars was attributable to $7 million increase in research and development project
consumables and test hardware, $4 million increase in salary and employee benefits expense related
to increase in headcount, $3 million increase in share-based compensation expense attributable to
grants of share-based awards at higher fair market values and to our ESPP and $2 million increase
in depreciation expense related to capital expenditures supporting research and development
efforts, partially offset by a $2 million decrease in equipment repair expense and a $1 million
decrease in accrued incentive compensation expense, compared to the six months ended May 2, 2010.
Selling, general and administrative. Selling, general and administrative expense was $55
million for the quarter ended May 1, 2011 compared to $48 million for the quarter ended May 2,
2010, an increase of $7 million or 15%. As a percentage of net revenue, selling, general and
administrative increased slightly to 10% for the quarter ended May 1, 2011 compared to 9% for the
quarter ended May 2, 2010. The increase in absolute dollars was primarily attributable to a $3
million increase in legal expenses related to offensive litigation matters initiated in fiscal year
2010, $3 million increase in salary expense related to increase in headcount and $2 million
increase in share-based compensation expense attributable to grants of share-based awards at higher
fair market values and to our ESPP, partially offset by a $1 million decrease in accrued incentive
compensation expense, compared to the quarter ended May 2, 2010.
Selling, general and administrative expense was $105 million for the six months ended May 1,
2011 compared to $94 million for the six months ended May 2, 2010, an increase of $11 million or
12%. As a percentage of net revenue, selling, general and administrative remained flat at 10% for
the six months ended May 1, 2011 compared to the six months ended May 2, 2010. The increase in
absolute dollars was primarily attributable to a $6 million increase in salary expense related to
increase in headcount, $5 million increase in legal expenses related to offensive litigation
matters initiated in fiscal year 2010 and $2 million increase in share-based compensation expense
attributable to grants of share-based awards at higher fair market values and to our ESPP,
partially offset by a $3 million reduction of incentive compensation expense related to final
payments of employee bonuses for fiscal year 2010, compared to the six months ended May 2, 2010.
Amortization of intangible assets. Total amortization of intangible assets incurred was $19
million and $20 million for the quarters ended May 1, 2011 and May 2, 2010, respectively. Total
amortization of intangible assets incurred was $39 million and $40 million for the six months ended
May 1, 2011 and May 2, 2010, respectively.
Restructuring charges. We incurred $1 million of restructuring charges in each of the quarter
and six months ended May 1, 2011, compared to restructuring charges of $1 million and $2 million
for the quarter and six months ended May 2, 2010, respectively.
Interest expense. Interest expense was $1 million for the quarter ended May 1, 2011, compared
to $8 million for the quarter ended May 2, 2010, which represents a decrease of $7 million or 88%.
Interest expense was $4 million for the six months ended May 1, 2011, compared to $19 million for
the six months ended May 2, 2010, which represents a decrease of $15 million or 79%. The
24
decrease was primarily due to the redemption of the remaining $230 million aggregate principal amount of our
outstanding senior subordinated notes in the quarter ended January 30, 2011.
Loss on extinguishment of debt. During the six months ended May 1, 2011, we redeemed $230
million aggregate principal amount of our senior subordinated notes. The redemption of the senior
subordinated notes resulted in a loss on extinguishment of debt of $19 million. During the quarter
ended May 1, 2011, we replaced our existing revolving credit facility with a new revolving credit
facility. This resulted in a loss on extinguishment of debt of $1 million, primarily related to
the write-off of debt amortization costs. During the six months ended May 2, 2010, we redeemed $318
million aggregate principal amount of our senior fixed rate notes and the remaining $46 million
aggregate principal amount of our senior floating rate notes. The redemption of the senior fixed
rate notes and senior floating rate notes resulted in a loss on extinguishment of debt of $24
million during the six months ended May 2, 2010. See Note 5 to the Unaudited Condensed Consolidated
Financial Statements of this Quarterly Report on Form 10-Q.
Other income (expense), net. Other income (expense), net includes interest income, currency
gains (losses) on balance sheet remeasurement and other miscellaneous items. Other income, net was
$1 million each for the quarter and six months ended May 1, 2011, respectively, compared to other
expense, net of $1 million and $2 million for the quarter and six months ended May 2, 2010,
respectively.
Provision for income taxes. We recorded income tax expense of $2 million and $3 million for
the quarter and six months ended May 1, 2011, compared to $9 million and $13 million for the
quarter and six months ended May 2, 2010, respectively. In February, 2010, the Malaysian government
granted us a tax holiday on our qualifying Malaysian income, which is effective for ten years
beginning with our fiscal year 2009. As a result of receiving this tax incentive, we wrote down
deferred tax assets of $6 million during the quarter ended May 2, 2010 that we previously recorded
in this jurisdiction. The tax provision for the six months ended May 1,
2011 included the recognition of a tax benefit as a result of U.S. legislation enacted in the
first quarter of fiscal year 2011 retroactively reinstating the research and development tax credit
in the United States for 2011.
Backlog
Our sales are generally made pursuant to short-term purchase orders. These purchase orders are
made without deposits and may be rescheduled, canceled or modified on relatively short notice, and
in most cases without substantial penalty. Therefore, we believe that purchase orders or backlog
are not a reliable indicator of future sales.
Seasonality
We are affected by seasonal trends in the semiconductor and related industries. We typically
experience sequentially lower revenues in the first fiscal half of the year. Our revenue in the
second half of the fiscal year is typically higher than our revenue in the first half of the fiscal
year due to seasonality in two of our target markets, consumer and computing peripherals and
wireless communications. These target markets typically experience seasonality due to the back to
school and calendar year-end holiday selling seasons.
Liquidity and Capital Resources
Our primary sources of liquidity as at May 1, 2011, consisted of: (1) approximately $596
million in cash and cash equivalents, (2) cash we expect to generate from operations and (3) our
new $200 million revolving credit facility, which is committed until March 31, 2015, all of which
is available to be drawn.
Our short-term and long-term liquidity requirements primarily arise from: (i) working capital
requirements and (ii) research and development and capital expenditure needs, including
acquisitions from time to time. Our ability to fund these requirements will depend on our future
cash flows, which are determined by future operating performance and are, therefore, subject to
prevailing global macroeconomic conditions and financial, business and other factors, some of which
are beyond our control.
Our ability to service any indebtedness we may incur, under our revolving credit facility, or
otherwise, will also depend on our ability to generate cash in the future. If we do not retain a
sufficient amount of cash to fund our operations or finance growth opportunities, including
acquisitions, or unanticipated capital expenditures, our financial condition and our business could
suffer. We may seek to obtain debt or equity financing in the future. However, we cannot assure
that such additional financing will be available on terms acceptable to us or at all.
In December 2010, we paid $258 million for the redemption of our remaining $230 million senior
subordinated notes at a redemption price of 105.938% of their principal amount, and accrued and
unpaid interest thereon up to, but not including, the redemption date.
In December 2010, we paid our first interim cash dividend of $0.07 per share, or approximately
$17 million in total. In March 2011, we paid an interim cash dividend of $0.08 per share, or
approximately $20 million in total and on June 8, 2011, our board of
25
directors declared an interim cash dividend of $0.09 per ordinary share, payable on June 30, 2011 to shareholders of
record at the close of business (5:00 p.m.), Eastern Time, on June 17, 2011.
On March 31, 2011, Avago Technologies Finance Pte. Ltd, or Avago Finance, and certain other
subsidiaries of the Company entered into a credit agreement that provides for a $200 million
unsecured, senior revolving credit facility, and for the issuance of letters of credit of up to $40
million in the aggregate, which reduce the available borrowing capacity under the revolving credit
facility on a dollar for dollar basis. Certain subsidiaries of the Company guarantee the revolving
credit facility. The credit agreement has a term of four years. The credit agreement includes (i)
financial covenants requiring Avago Finance to maintain a maximum leverage ratio and a minimum
interest coverage ratio; (ii) customary restrictive covenants (subject, in each case, to certain
exceptions and amounts) that limit Avago Finances ability to, among other things, create liens,
merge or consolidate with and into other persons, and sell assets; (iii) customary events of
default, upon the occurrence of which, after any applicable grace period, the lenders will have the
ability to accelerate all outstanding loans thereunder and terminate the commitments; and (iv)
customary representations and warranties. In addition, Avago Finance has the ability, at any time,
to increase the aggregate commitments under the credit agreement from $200 million to $300 million
subject to the condition that no default or event of default shall have occurred and be continuing
and other terms and conditions set forth in the credit agreement, and the receipt of sufficient
commitments for such increase from the lenders. Avago Finance has agreed to pay the lenders a
commitment fee at a rate per annum that varies based on the credit rating of Avago Finances
long-term unsecured debt or Avago Finances corporate credit rating, as applicable, referred to as
the Public Debt Rating. Interest rates on outstanding borrowings under the credit agreement will
also vary based on Avago Finances Public Debt Rating. Any downgrades in such credit ratings would
adversely affect the cost of maintaining, and borrowing under, the revolving credit facility.
We anticipate that our capital expenditures for fiscal year 2011 will be higher than for
fiscal year 2010 due to spending on mask sets for new ASIC designs and capacity expansion in both
our Fort Collins, Colorado and Singapore internal fabrication facilities. We believe that our cash
and cash equivalents on hand, and cash flows from operations, combined with availability under our
revolving credit facility, will provide sufficient liquidity to fund our current obligations,
projected working capital requirements and capital spending for at least the next 12 months. As of
May 1, 2011, we were in compliance with the covenants under our credit agreement, and based on
current outlook, we expect to be in compliance with such covenants over the next 12 months.
In summary, our cash flows were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
May 2, |
|
|
May 1, |
|
|
|
2010 |
|
|
2011 |
|
Net cash provided by operating activities |
|
$ |
156 |
|
|
$ |
318 |
|
Net cash used in investing activities |
|
|
(27 |
) |
|
|
(60 |
) |
Net cash used in financing activities |
|
|
(345 |
) |
|
|
(223 |
) |
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash
equivalents |
|
$ |
(216 |
) |
|
$ |
35 |
|
|
|
|
|
|
|
|
Cash Flows for the Six Months Ended May 1, 2011 and May 2, 2010
Operating Activities
Net cash provided by operating activities during the six months ended May 1, 2011 was $318
million. The net cash provided by operating activities was principally due to net income of $254
million and non-cash charges of $108 million, partially offset by changes in operating assets and
liabilities of $44 million. The non-cash charges of $108 million included $79 million for
depreciation and amortization, $16 million of share-based compensation, $8 million in tax benefits
from share-based compensation and $6 million of debt issuance costs written off in connection with
our debt redemption. Net income was also reduced by $14 million for the premium paid on our debt
redemption which is included in the $19 million loss on extinguishment of debt in the unaudited
condensed consolidated statement of operations.
Accounts receivable increased to $289 million at the end of the second quarter of fiscal year
2011 from $285 million at the end of fiscal year 2010. The number of days sales outstanding
increased to 47 days at May 1, 2011 from 45 days at October 31, 2010 due to linearity of revenue.
We use the current quarter revenue and accounts receivable at quarter end in our calculation of
number of days sales outstanding.
Inventory increased to $194 million at May 1, 2011 from $189 million at the end of fiscal year
2010. The number of days of inventory on hand increased to 65 days at May 1, 2011 compared to 61
days at October 31, 2010. We use the current quarter cost of products sold and inventory at quarter
end in our calculation of days on hand of inventory.
Current liabilities decreased to $296 million at the end of the second quarter of fiscal year
2011 from $565 million at the end of fiscal year 2010, mainly due to the redemption of $230 million
of long-term debt that was classified as current at October 31, 2010 (as
26
it had been irrevocably called for redemption before the fiscal year end) and decreases in employee compensation and
benefits accruals and accrued interest, offset by an increase in accounts payable. Employee
compensation and benefits decreased to $62 million from $82 million at fiscal year 2010 mainly due
to payments made under our employee bonus plan in respect of fiscal year 2010 performance. Accrued
interest decreased to less than $1 million from fiscal year 2010 mainly due to the debt redemption
and semi-annual interest payments made during the first half of fiscal year 2011. Accounts payable
increased to $206 million from $198 million at the end of fiscal year 2010 mainly due to timing of
disbursements.
Net cash provided by operating activities during the six months ended May 2, 2010 was $156
million. The net cash provided by operating activities was principally due to net income of $128
million and non-cash charges of $99 million, offset by changes in operating assets and liabilities
of $71 million. The non-cash charges of $99 million included $79 million for depreciation and
amortization, $8 million of debt issuance costs written off in connection with our debt redemption
and $11 million of share-based compensation. Net income was also reduced by $16 million for the
premium paid on our debt redemption which is included in the $24 million loss on extinguishment of
debt in the unaudited condensed consolidated statement of operations.
Accounts receivable at the end of the second quarter of fiscal year 2010 increased by $63
million, or 34%, from the amount at the end of fiscal year 2009. The number of days sales
outstanding increased to 44 days at May 2, 2010 from 40 days at November 1, 2009 due to linearity
of revenue. We use the current quarter revenue and accounts receivable at quarter end in our
calculation of number of days sales outstanding.
Inventory increased to $178 million at May 2, 2010 from $162 million at the end of fiscal year
2009. The number of days of inventory on hand slightly decreased from 62 days at November 1, 2009
to 60 days at May 2, 2010. We use the current quarter cost of products sold and inventory at
quarter end in our calculation of days on hand of inventory.
Current liabilities decreased from $633 million at the end of fiscal year 2009 to $281 million
at the end of the second quarter of fiscal year 2010 mainly due to the redemption of $364 million
of long-term debt that was classified as current at November 1, 2009 (as it had been irrevocably
called for redemption before the fiscal year end) and decreases in accrued interest. This decrease
was offset by an increase in accounts payable. Accrued interest decreased $13 million or 52% from
fiscal year 2009 mainly due to the debt redemption and semi-annual interest payments made during
the first quarter of fiscal year 2010. Accounts payable increased by $15 million or 10% from the
end of fiscal year 2009 mainly due to timing of disbursements.
Investing Activities
Net cash used in investing activities for the six months ended May 1, 2011 was $60 million,
primarily due to purchases of property, plant and equipment of $51 million, in connection with the
expansion of our manufacturing facilities in Fort Collins, Colorado, and in Singapore and $8
million related to a business acquisition completed in the first six months of fiscal year 2011.
Net cash used in investing activities for the six months ended May 2, 2010 was $27 million,
due to purchases of property, plant and equipment.
Financing Activities
Net cash used in financing activities for the six months ended May 1, 2011 was $223 million.
The net cash used in financing activities was principally due to the redemption of the remaining
$230 million in principal amount of senior subordinated notes and $37 million in payments of cash
dividends to shareholders, partially offset by $44 million provided by the issuance of ordinary
shares upon the exercise of options and purchases under our ESPP.
Net cash used in financing activities for the six months ended May 2, 2010 was $345 million.
The net cash used in financing activities was principally from the redemption of $318 million in
principal amount of senior fixed rate notes and $46 million principal amount of senior floating
rate notes, offset by $19 million provided by the issuance of ordinary shares upon the exercise of
options.
Indebtedness
As of May 1, 2011, we had $6 million of capital lease obligations. At such date, we had an
additional $200 million of borrowing capacity available under our revolving credit facility.
Contractual Commitments
See Note 11 to the Unaudited Condensed Consolidated Financial Statements of this Quarterly
Report on Form 10-Q.
There were no other substantial changes to our contractual commitments during the first six
months of fiscal year 2011 from those disclosed in our 2010 Annual Report on Form 10-K.
27
Off-Balance Sheet Arrangements
We had no material off-balance sheet arrangements at May 1, 2011 as defined in Item
303(a)(4)(ii) of SEC Regulation S-K.
Indemnifications
See Note 11 to the Unaudited Condensed Consolidated Financial Statements of this Quarterly
Report on Form 10-Q.
Accounting Changes and Recent Accounting Standards
For a description of accounting changes and recent accounting standards, including the
expected dates of adoption and estimated effects, if any, on our unaudited consolidated condensed
financial statements, see Note 1 to the Unaudited Condensed Consolidated Financial Statements of
this Quarterly Report on Form 10-Q.
|
|
|
Item 3. |
|
Quantitative and Qualitative Disclosures About Market Risk |
There have been no material changes in market risk from the information presented in Part II,
Item 7A. Quantitative and Qualitative Disclosures About Market Risk, in our 2010 Annual Report on
Form 10-K other than those noted below.
Foreign Currency Derivative Instruments
Gains from foreign currency transactions, as well as derivative instruments, were included in
our unaudited consolidated statements of operations in the amounts of less than $1 million each,
for the quarter and six months ended May 1, 2011, respectively, compared to losses of $2 million
and $3 million, for the quarter and six months ended May 2, 2010, respectively.
|
|
|
Item 4. |
|
Controls and Procedures |
(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation
of our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, evaluated the
effectiveness of our disclosure controls and procedures as of May 1, 2011. We maintain disclosure
controls and procedures that are intended to ensure that the information required to be disclosed
in our Exchange Act filings is properly and timely recorded, processed, summarized and reported.
These disclosure controls and procedures are also intended to ensure that information is
accumulated and communicated to management, including our CEO and CFO, as appropriate to allow
timely decisions regarding required disclosures. Based on this evaluation, our CEO and CFO
concluded that, as of May 1, 2011, our disclosure controls and procedures were effective at the
reasonable assurance level.
In designing and evaluating our disclosure controls and procedures, our management recognized
that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving their desired control objectives, and our management is required
to apply its judgment in evaluating the cost-benefit relationship of possible controls and
procedures.
(b) Changes in Internal Controls Over Financial Reporting. There was no change in our internal
control over financial reporting identified in connection with the evaluation required by Rule
13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
28
PART II OTHER INFORMATION
|
|
|
Item 1. |
|
Legal Proceedings |
From time to time, we are involved in litigation that we believe is of the type common to
companies engaged in our line of business, including commercial disputes and employment issues. As
of the date of this filing, we are not involved in any pending legal proceedings that we believe
would likely have a material adverse effect on our financial condition, results of operations or
cash flows. However, certain pending disputes involve claims by third parties that our activities
infringe their patent, copyright, trademark or other intellectual property rights. These claims
generally involve the demand by a third-party that we cease the manufacture, use or sale of the
allegedly infringing products, processes or technologies and/or pay substantial damages or
royalties for past, present and future use of the allegedly infringing intellectual property. For
example, on July 23, 2009, TriQuint Semiconductor, Inc. filed a complaint against us and certain of
our subsidiaries in the U.S. District Court, District of Arizona seeking declaratory judgment that
four of our patents relating to RF filter technology used in our wireless products are invalid and,
if valid, that TriQuints products do not infringe any of those patents. TriQuint subsequently
withdrew those claims with respect to three of those four patents. In addition, TriQuint claims
that certain of our wireless products infringe three of its patents. TriQuint is seeking damages in
an unspecified amount, treble damages for alleged willful infringement, attorneys fees and
injunctive relief. We filed our answer and initial counterclaim on September 17, 2009, denying
infringement, asserting the invalidity of TriQuints patents and asserting infringement by TriQuint
of ten Avago patents and filed additional counterclaims on March 25, 2010 for the misappropriation
of Avago trade secrets. On October 16, 2009, TriQuint filed its answer to our initial counterclaim,
denying infringement and filed an antitrust counterclaim and counterclaims for declaratory judgment
of non infringement and invalidity. While the court dismissed TriQuints antitrust counterclaims on
procedural grounds on March 16, 2010, TriQuint filed a motion to file an amended pleading for its
anti-trust claims, which was granted on August 3, 2010. We intend to defend this lawsuit
vigorously, and future actions may include the assertion by us of additional claims or
counterclaims against TriQuint related to our intellectual property portfolio.
In addition, on February 8, 2010, PixArt Imaging Inc. filed an action against us in the U.S
District Court, Northern District of California seeking a determination of whether PixArt is
licensed to use our portfolio of patents for optical finger navigation products pursuant to an
existing cross-license agreement between us and PixArt, which license is limited to optical mouse
and optical mouse trackball products. We did not license to PixArt our patents for optical finger
navigation products. We intend to defend this action vigorously and to seek to have the scope of
the cross-license agreement properly construed by the court as excluding such products. We also
filed a counterclaim against PixArt on March 31, 2010, asserting that PixArt has breached the terms
of the cross-license agreement between the parties. We are seeking a determination that PixArt is
not licensed to use our portfolio of patents for optical finger navigation products, damages in an
unspecified amount, termination for breach, or rescission, of the license agreement and attorneys
fees.
On March 15, 2010 we filed a patent infringement action against ST Microelectronics NV in the
Eastern District of Texas for infringement of four of our patents related to optical navigation
devices. We amended the complaint on July 6, 2010 adding infringement of a fifth optical navigation
related patent to the action. We are seeking injunctive relief, damages in an unspecified amount,
treble damages for willful infringement and attorneys fees. In response, ST Microelectronics filed
a patent infringement action against us in the Northern District of Texas alleging that our sales
of certain optical navigation devices infringed two ST Microelectronics patents. ST
Microelectronics is seeking injunctive relief and damages in an unspecified amount. ST
Microelectronics filed a second suit against us on November 5, 2010 in the Northern District of
California alleging certain anticompetitive actions by us in the optical navigation sensor market.
ST Microelectronics is seeking injunctive and compensatory relief under the Sherman Act and the
Clayton Act and attorneys fees. On January 4, 2011, we filed a motion to dismiss ST
Microelectronics claims relating to anticompetitive actions by us and on April 11, 2011, the court
ordered a stay of this matter pending resolution of the patent litigation in the Eastern district
of Texas. We intend to defend these lawsuits vigorously, and future actions may include the
assertion by us of additional claims or counterclaims against ST Microelectronics related to our
intellectual property portfolio.
Claims that our products or processes infringe or misappropriate any third-party intellectual
property rights (including claims arising through our contractual indemnification of our customers)
often involve highly complex, technical issues, the outcome of which is inherently uncertain.
Moreover, from time to time we pursue litigation to assert our intellectual property rights.
Regardless of the merit or resolution of any such litigation, complex intellectual property
litigation is generally costly and diverts the efforts and attention of our management and
technical personnel.
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A description of the risk factors associated with our business is set forth below. We review
and, where applicable, update our risk factors each quarter. The description set forth below
supersedes the description of the risk factors previously disclosed in Part II, Item 1A of our
Quarterly Report on Form 10-Q for the fiscal quarter ended January 30, 2011. These risk factors,
which could materially affect our business, financial conditions or results of operations, are not
the only risks that we face. Additional risks and uncertainties not currently known to us or that
we currently deem to be immaterial may also adversely affect our business, financial condition or
results of operations.
Risks Related to Our Business
We operate in the highly cyclical semiconductor industry, which is subject to significant
downturns.
The semiconductor industry is highly cyclical and is characterized by constant and rapid
technological change and price erosion, evolving technical standards, short product life cycles
(for semiconductors and for the end-user products in which they are used) and wide fluctuations in
product supply and demand. From time to time, these and other factors, together with changes in
general economic conditions, cause significant upturns and downturns in the industry in general and
in our business in particular. For example, the global semiconductor market experienced substantial
declines in 2001 and 2009, in each case beyond the declines experienced in the typical cycles
experienced by the semiconductor industry, due in large part to deteriorating global economic
conditions during those periods. Periods of industry downturns, including the recent economic
downturn, have been characterized by diminished demand for end-user products, high inventory levels
and periods of inventory adjustment, underutilization of manufacturing capacity, changes in revenue
mix and accelerated erosion of average selling prices, resulting in an adverse effect on our
business, financial condition and results of operations. Furthermore, poor or worsening global
economic conditions may cause reductions in customer spending and could lead to the insolvency of
key suppliers resulting in product delays, customer insolvencies, and also counterparty failures
that may negatively impact our treasury operations, all of which may negatively affect our
business, results of operations and financial condition. We expect our business to continue to be
subject to cyclical downturns even when overall economic conditions are relatively stable.
Our operating results are subject to substantial quarterly and annual fluctuations.
Our revenues and operating results have fluctuated in the past and are likely to fluctuate in
the future. These fluctuations may occur on a quarterly and annual basis and are due to a number of
factors, many of which are beyond our control. These factors include, among others:
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changes in end-user demand for the products manufactured and sold by our customers; |
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the timing of receipt, reduction or cancellation of significant orders by customers; |
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fluctuations in the levels of component inventories held by our customers; |
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the gain or loss of significant customers; |
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market acceptance of our products and our customers products; |
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our ability to develop, introduce and market new products and technologies on a timely
basis; |
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the timing and extent of product development costs; |
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new product announcements and introductions by us or our competitors; |
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incurrence of research and development and related new product expenditures; |
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seasonality or cyclical fluctuations in our markets; |
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currency fluctuations; |
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utilization of our internal manufacturing facilities; |
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fluctuations in manufacturing yields; |
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significant warranty claims, including those not covered by our suppliers or our insurers; |
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availability and cost of raw materials from our suppliers; |
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changes in our product mix or customer mix; |
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intellectual property disputes; |
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loss of key personnel or the shortage of available skilled workers; |
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the effects of competitive pricing pressures, including decreases in average selling
prices of our products; and |
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changes in our tax incentive arrangements or structure, which may adversely affect our
net tax expense in any quarter in which such an event occurs. |
The foregoing factors are difficult to forecast, and these, as well as other factors, could
materially adversely affect our quarterly or annual operating results. In addition, a significant
amount of our operating expenses are relatively fixed in nature due to our significant sales,
research and development and internal manufacturing overhead costs. Any failure to adjust spending
quickly enough to compensate for a revenue shortfall could magnify the adverse impact of such
revenue shortfall on our results of operations. As a result, we believe that quarter-to-quarter
comparisons of our revenue and operating results may not be meaningful or a reliable indicator of
our future performance. If our operating results in one or more future quarters fail to meet the
expectations of securities analysts or investors, an immediate and significant decline in the
trading price of our ordinary shares may occur.
If we do not adapt to technological changes in the semiconductor industry, we could lose customers
or market share.
The semiconductor industry is subject to constant and rapid changes in technology, frequent
new product introductions, short product life cycles, rapid product obsolescence and evolving
technical standards. Technological developments may reduce the competitiveness of our products and
require unbudgeted upgrades that could be expensive and time consuming to implement. Our products
could become obsolete sooner than we expect because of faster than anticipated, or unanticipated,
changes in one or more of the technologies related to our products. Furthermore, we continually
evaluate expenditures for research and development and must choose among alternative technologies
based on our expectations of future market growth and other factors. We may be unable to develop
and introduce new or enhanced products that satisfy customer requirements and achieve market
acceptance in a timely manner or at all, the technologies where we have focused our research and
development expenditures may not become commercially successful, and we may be unable to anticipate
new industry standards and technological changes. We also may not be able to respond successfully
to new product announcements and introductions by competitors. If we fail to adapt successfully to
technological changes or fail to obtain access to important new technologies, we may be unable to
retain customers, attract new customers or sell new products to our existing customers.
Dependence on contract manufacturing and outsourcing other portions of our supply chain may
adversely affect our ability to bring products to market and damage our reputation.
We operate a primarily outsourced manufacturing business model that principally utilizes
third-party foundry and assembly and test capabilities. As a result, we are highly reliant on
third-party foundry wafer fabrication capacity, including sole sourcing for many components or
products. For certain of our product families, substantially all of our revenue from those products
is derived from semiconductors fabricated by external foundries such as Taiwan Semiconductor
Manufacturing Company Ltd. and WIN Semiconductor Corp. We also use third-party contract
manufacturers for a significant majority of our assembly and test operations, including Amertron
Incorporated, the Hana Microelectronics Public Company Ltd. group of companies, and SAE Magnetics
(HK) Ltd. The ability and willingness of our contract manufacturers to perform is largely outside
of our control. If one or more of our contract manufacturers or other outsourcers fails to perform
its obligations in a timely manner or at satisfactory quality levels, our ability to bring products
to market and our reputation could suffer. If one of our suppliers, particularly a single-source
supplier, ceases to, or is unable to, manufacture such a component or supply is otherwise
constrained, we may be forced to re-engineer a product or we may fail to meet customer demand. In
addition to discontinuing parts, suppliers may also extend lead times, limit supplies or increase
prices due to capacity constraints or other factors. For example, in the event that manufacturing
capacity is reduced or eliminated at one or more facilities, including as a response by contract
manufacturers to cycles in the semiconductor industry or as a result of unanticipated events such
as the recent major earthquakes and tsunami in Japan, manufacturing could be disrupted, we could
have difficulties fulfilling our customer orders, which could result in the payment of significant
damages by us to our customers, and our net revenue could decline. In addition, if these third
parties on whom we are highly reliant fail to deliver quality products and components on time and
at reasonable prices, we could have difficulties fulfilling our customer orders and our net revenue
could decline. In such events, our business, financial condition and results of operations would be
adversely affected. As a result of the disaster in Japan, we are reviewing our supply chain and
may seek to qualify second sources for some components and products. Qualifying such second
sources may be a lengthy and potentially costly process.
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To the extent we rely on third-party manufacturing relationships, we face the following risks:
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inability of our manufacturers to develop manufacturing methods appropriate for our
products, and manufacturers lack of sufficient capacity, or their unwillingness to devote
adequate capacity, to produce our products; |
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product and manufacturing costs that are higher than anticipated; |
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reduced control over product reliability and delivery schedules; |
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more complicated supply chains; and |
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time, expense and uncertainty in identifying and qualifying additional or replacement
manufacturers. |
Much of our outsourcing takes place in developing countries, and as a result may additionally
be subject to geopolitical uncertainty. See Our business, financial condition and results of
operations could be adversely affected by the political and economic conditions of the countries in
which we conduct business and other factors related to our international operations.
A prolonged disruption of our manufacturing facilities or other significant operations could have
a material adverse effect on our business, financial condition and results of operations.
Although we operate using a primarily outsourced manufacturing business model, we do rely on
the manufacturing facilities we own, in particular our fabrication facilities in Fort Collins,
Colorado and Singapore. We maintain our internal fabrication facilities for products utilizing our
innovative materials and processes, to protect our intellectual property and to develop the
technology for manufacturing. A prolonged disruption or material malfunction of, interruption in or
the loss of operations at one or more of our production facilities, especially our Fort Collins and
Singapore facilities, or the failure to maintain our labor force at one or more of these
facilities, would limit our capacity to meet customer demands and delay new product development
until a replacement facility and equipment, if necessary, were found. The lease on our primary
internal fabrication facility in Singapore expires in 2015. If we are unable to renew this lease on
satisfactory terms, we would be required to locate suitable replacement premises, with the goal of
ensuring a smooth transition between facilities on or prior to the expiration of our current lease.
However, the replacement of this, or any other, manufacturing facility could take an extended
amount of time and significant expenditures on our part before manufacturing operations could
restart. While we would seek to minimize any disruption to our operations and supply chain
associated with any such changes in manufacturing facilities, we may experience delays and
significant costs resulting from these steps, which could have a material adverse effect on our
business, financial condition and results of operations.
We are also dependent on various information technology systems, including, but not limited
to, networks, applications, and outsourced services. We continually enhance and implement new
systems and processes throughout our global operations. For example, we are planning to upgrade our
primary enterprise resource planning, or ERP, system later this calendar year to provide for
greater depth and breadth of functionality. Problems with transitioning to the upgraded system, or
the failure of the upgraded system to operate effectively, could disrupt our operations and
materially and adversely affect our business, financial condition, and results of operations by
harming our ability to accurately forecast sales demand, manage our supply chain and production
facilities, fulfill customer orders, and report financial and management information on a timely
and accurate basis. In addition, due to the systemic internal control features within ERP systems,
we may experience difficulties that could affect our internal control over financial reporting,
which could create a significant deficiency or material weakness in our overall internal controls
under Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act.
Failure to adjust our supply chain volume due to changing market conditions or failure to
accurately estimate our customers demand could adversely affect our results of operations.
We make significant decisions, including determining the levels of business that we will seek
and accept, production schedules, levels of reliance on contract manufacturing and outsourcing,
personnel needs and other resource requirements, based on our estimates of customer requirements.
The short-term nature of commitments by many of our customers and the possibility of rapid changes
in demand for their products reduces our ability to accurately estimate future customer
requirements. Our results of operations could be harmed if we are unable to adjust our supply chain
volume to address market fluctuations, including those caused by the seasonal or cyclical nature of
the markets in which we operate, or by other unanticipated events such as the major earthquakes and
tsunami that occurred in Japan in March 2011. The sale of our products is dependent, to a large
degree, on customers whose industries are subject to seasonal or cyclical trends in the demand for
their products. For example, the consumer electronics market is particularly volatile and is
subject to seasonality related to the holiday selling season, making demand difficult to
anticipate. A number of our suppliers are located in Japan, and we believe that many of our
customers also depend on suppliers of their own located in Japan. While we typically carry some
additional inventory to meet the fluctuating demands of our customers, any delays in product
delivery from Japanese suppliers may have an adverse effect on our ability to deliver our products
to our customers, which could negatively impact
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our results of operations. In addition, even if we
do not experience any delays in delivery from our Japanese suppliers, if our customers cannot
timely source other components or materials from their suppliers in Japan, they may scale back
their manufacturing, which would likely cause them to cancel or scale back their orders from us,
and this may, in turn, adversely affect our results of operations.
On occasion, customers may require rapid increases in production, which can challenge our
resources and reduce margins. During a market upturn, we may not be able to purchase sufficient
supplies or components, or secure sufficient contract manufacturing capacity, to meet increasing
product demand, which could harm our reputation, prevent us from taking advantage of opportunities
and reduce revenue growth. In addition, some parts are not readily available from alternate
suppliers due to their unique design or the length of time necessary for design work.
In order to secure components for the production of our products, we may continue to enter into
non-cancelable purchase commitments with vendors or make advance payments to suppliers, which could
reduce our ability to adjust our inventory or expense levels to declining market demands. Prior
commitments of this type have resulted in an excess of parts when demand for our products has
decreased. Downturns in the semiconductor industry have in the past caused, and may in the future
cause, our customers to reduce significantly the amount of products ordered from us. If demand for
our products is less than we expect, we may experience excess and obsolete inventories and be
forced to incur additional charges. Conversely, if OEMs order more of our products in any
particular quarter than are ultimately required to satisfy end customer demand, inventories at
these OEMs may grow in such quarter, which could adversely affect our product revenues in a
subsequent quarter as such OEMs would likely reduce future orders until their inventory levels
realign with end customer demand. In addition, because certain of our sales, research and
development and internal manufacturing overhead expenses are relatively fixed, a reduction in
customer demand may decrease our gross margins and operating income.
Unless we and our suppliers continuously improve manufacturing efficiency and quality, our
financial performance could be adversely affected.
Manufacturing semiconductors involves highly complex processes that require advanced
equipment. We and our suppliers, as well as our competitors, continuously modify these processes in
an effort to improve yields and product performance. Defects or other difficulties in the
manufacturing process can reduce yields and increase costs. Our manufacturing efficiency will be an
important factor in our future financial performance, and we may be unable to maintain or increase
our manufacturing efficiency to the same extent as our competitors. For products that we outsource
manufacturing, our product yields and performance will be subject to the manufacturing efficiencies
of our third-party suppliers.
From time to time, we and our suppliers have experienced difficulty in beginning production at
new facilities, transferring production to other facilities, achieving and maintaining a high level
of process quality and effecting transitions to new manufacturing processes, all of which have
caused us to suffer delays in product deliveries or reduced yields. We and our suppliers may
experience manufacturing problems in achieving acceptable yields or experience product delivery
delays in the future as a result of, among other things, capacity constraints, construction delays,
transferring production to other facilities (as we may be required to do with our manufacturing
facility in Singapore, in or prior to 2015), upgrading or expanding existing facilities or changing
our process technologies, any of which could result in a loss of future revenues. Our results of
operations could be adversely affected by any increase in costs related to increases in production
capacity if revenues do not increase proportionately.
Winning business is subject to lengthy, competitive selection processes that require us to incur
significant expense. Even if we begin a product design, a customer may decide to cancel or change
its product plans, which could cause us to generate no revenues from a product and adversely
affect our results of operations.
We are focused on winning competitive bid selection processes, known as design wins, to
develop semiconductors for use in our customers products. These selection processes are typically
lengthy and can require us to incur significant design and development expenditures and dedicate
scarce engineering resources in pursuit of a single customer opportunity. We may not win the
competitive selection process and may never generate any revenue despite incurring significant
design and development expenditures. These risks are exacerbated by the fact that many of our
products will likely have very short life cycles. Failure to obtain a design win sometimes prevents
us from offering an entire generation of a product. This can result in lost revenues and could
weaken our position in future competitive selection processes.
After winning a product design, we may experience delays in generating revenue from our
products as a result of the lengthy development cycle typically required. In addition, a delay or
cancellation of a customers plans could materially and adversely affect our financial results, as
we may have incurred significant expense in the design process and generated no revenue. Finally,
our customers failure to successfully market and sell their products could reduce demand for our
products and materially adversely affect our business, financial condition and results of
operations.
We may be subject to claims of infringement of third-party intellectual property rights or demands
that we license third-party technology, which could result in significant expense and loss of our
intellectual property rights.
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The semiconductor industry is characterized by companies holding large numbers of patents,
copyrights, trademarks and trade secrets and by the vigorous pursuit, protection and enforcement of
intellectual property rights. From time to time, third parties assert against us and our customers
and distributors their patent, copyright, trademark, trade secret and other intellectual property
rights to technologies that are important to our business. For example, we are currently involved
in a dispute with TriQuint Semiconductor, Inc., or TriQuint, in which, among other things, TriQuint
is seeking a judgment that one of our patents relating to RF filter technology used in our wireless
products is invalid and, if valid, that TriQuints products do not infringe that patent, and is
claiming that certain of our wireless products infringe three of its patents. See Part II, Item 1.
Legal Proceedings above for additional information regarding this dispute.
Claims that our products or processes infringe or misappropriate these rights, regardless of
their merit or resolution, are frequently costly and divert the efforts and attention of our
management and technical personnel. In addition, many of our customer agreements and in some cases
our asset sale agreements require us to indemnify our customers or purchasers for third-party
intellectual property infringement claims, which have required and may in the future require that
we defend those claims, and might require that we pay damages in the case of adverse rulings.
Claims of this sort could also harm our relationships with our customers and might deter future
customers from doing business with us. We do not know whether we will prevail in such proceedings
given the complex technical issues and inherent uncertainties in intellectual property litigation.
If any pending or future proceedings result in an adverse outcome, we could be required to:
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cease the manufacture, use or sale of the infringing products, processes or technology; |
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pay substantial damages for past, present and future use of the infringing technology; |
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expend significant resources to develop non-infringing technology; |
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license technology from the third-party claiming infringement, which license may not be
available on commercially reasonable terms, or at all; |
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enter into cross-licenses with our competitors, which could weaken our overall
intellectual property portfolio; |
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indemnify customers or distributors; |
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pay substantial damages to our customers or end users to discontinue use or replace
infringing technology with non-infringing technology; or |
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relinquish intellectual property rights associated with one or more of our patent claims,
if such claims are held invalid or otherwise unenforceable. |
Any of the foregoing results could have a material adverse effect on our business, financial
condition and results of operations.
We utilize a significant amount of intellectual property in our business. If we are unable to
protect our intellectual property, our business could be adversely affected.
Our success depends in part upon our ability to protect our intellectual property. To
accomplish this, we rely on a combination of intellectual property rights, including patents,
copyrights, trademarks, service marks, trade secrets and similar intellectual property, as well as
customary contractual protections with our customers, suppliers, employees and consultants, and
through security measures to protect our trade secrets. We may be required to spend significant
resources to monitor and protect our intellectual property rights and there can be no assurance
that, even with significant expenditures, we will be able to protect our intellectual property
rights. We are unable to predict that:
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any of the patents and pending patent applications, trademarks, copyrights, trade
secrets, know-how or other intellectual property rights that we presently employ in our
business will not lapse or be invalidated, circumvented, challenged, or, in the case of
third-party intellectual property rights, licensed or sub-licensed to us, be licensed to
others; |
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our intellectual property rights will provide competitive advantages to us; |
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rights previously granted by third parties to intellectual property rights licensed or
assigned to us, including portfolio cross-licenses, will not hamper our ability to assert
our intellectual property rights against potential competitors or hinder the settlement of
currently pending or future disputes; |
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any of our pending or future patent, trademark or copyright applications will be issued
or have the coverage originally sought; or |
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our intellectual property rights will be enforced in certain jurisdictions where
competition may be intense or where legal protection may be weak. |
In addition, our competitors or others may develop products or technologies that are similar
or superior to our products or technologies, duplicate our products or technologies or design
around our protected technologies. Effective patent, trademark, copyright and trade secret
protection may be unavailable or more limited in one or more relevant jurisdictions, relative to
those protections available in the United States, or may not be applied for in one or more relevant
jurisdictions. Moreover, from time to time we pursue litigation to assert our intellectual property
rights, including, in some cases, against third parties with whom we have ongoing relationships,
such as customers and suppliers, and third parties may pursue litigation against us. For example,
we have filed suit against ST Microelectronics N.V., or ST Microelectronics, in which, we are
seeking a judgment that they have infringed five of our patents relating to optical navigation
devices and they have counter-filed against us alleging that certain of our optical navigation
devices infringe two of their patents, among other things. See Part II, Item 1. Legal Proceedings
above for additional information regarding this dispute. An adverse decision in such types of legal
action could limit our ability to assert our intellectual property rights and limit the value of
our technology, including the loss of opportunities to license our technology to others or to
collect royalty payments based upon successful protection and assertion of our intellectual
property against others. In addition, such legal actions or adverse decisions could otherwise
negatively impact our business, financial condition and results of operations.
From time to time we may need to obtain additional intellectual property licenses or renew
existing license agreements. We are unable to predict whether these license agreements can be
obtained or renewed on acceptable terms or at all.
Competition in our industry could prevent us from growing our revenue and from raising prices to
offset increases in costs.
The global semiconductor market is highly competitive. We compete in different target markets
to various degrees on the basis of, among other things, quality, technical performance, price,
product features, product system compatibility, system-level design capability, engineering
expertise, responsiveness to customers, new product innovation, product availability, delivery
timing and reliability, and customer sales and technical support. Current and prospective customers
for our products evaluate our capabilities against the merits of our direct competitors. Some of
our competitors are well established, have a more extensive product portfolio, have substantially
greater market share and manufacturing, financial, research and development and marketing resources
to pursue development, engineering, manufacturing, marketing and distribution of their products. In
addition, many of our competitors have longer independent operating histories, greater presence in
key markets, more comprehensive patent protection and greater name recognition. We compete with
integrated device manufacturers, or IDMs, and fabless semiconductor companies as well as the
internal resources of large, integrated OEMs. Our competitors range from large, international
companies offering a wide range of semiconductor products to smaller companies specializing in
narrow markets. We expect competition in the markets in which we participate to continue to
increase as existing competitors improve or expand their product offerings. In addition, companies
not currently in direct competition with us may introduce competing products in the future. Because
our products are often building block semiconductors providing functions that in some cases can be
integrated into more complex integrated circuits, or ICs, we also face competition from
manufacturers of ICs, as well as customers that develop their own IC products. The competitive
landscape is changing as a result of an increasing trend of consolidation within the industry, as
some of our competitors have merged with or been acquired by other competitors while others have
begun collaborating with each other. We expect this consolidation trend to continue.
Our ability to compete successfully depends on elements both within and outside of our
control, including industry and general economic trends. During past periods of downturns in our
industry, competition in the markets in which we operate intensified as manufacturers of
semiconductors reduced prices in order to combat production overcapacity and high inventory levels.
The actions of our competitors, particularly in the area of pricing, can have a substantial adverse
impact on our revenues, and potentially on revenues in specific industry end markets. In periods
where the semiconductor industry experiences significant declines, manufacturers in financial
difficulties or in bankruptcy may implement pricing structures designed to ensure short-term market
share and near-term survival, rather than securing long-term viability. In addition, many of our
competitors have substantially greater financial and other resources than us with which to
withstand adverse economic or market conditions and any associated pricing actions of other market
participants in the future.
We may be unable to make the substantial and productive research and development investments which
are required to remain competitive in our business.
The semiconductor industry requires substantial investment in research and development in
order to develop and bring to market new and enhanced technologies and products. In order to remain
competitive, we anticipate that we will need to maintain or increase our levels of research and
development expenditures, and we expect research and development expenses to increase in absolute
dollars for the foreseeable future, due to the increasing complexity and number of products we plan
to develop. We do not know whether we will have sufficient resources to maintain or increase the
level of investment in research and development required to remain competitive. In addition, we
cannot assure you that the technologies where we have focused our research and development
expenditures will become commercially successful. If we are required to invest significantly
greater resources than anticipated in our research and development efforts without a corresponding
increase in revenue, our operating results could decline.
Our business would be adversely affected by the departure of existing members of our senior
management team or if our senior management team is unable to effectively implement our strategy.
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Our success depends, in large part, on the continued contributions of our senior management
team, in particular, the services of Mr. Hock E. Tan, our President and Chief Executive Officer.
None of our senior management is bound by written employment contracts to remain with us for a
specified period. In addition, we do not currently maintain key person life insurance covering our
senior management. The loss of any of our senior management could harm our ability to implement our
business strategy and respond to the rapidly changing market conditions in which we operate.
If we are unable to attract, train and retain qualified personnel, especially our design and
technical personnel, we may not be able to execute our business strategy effectively.
Our future success depends on our ability to retain, attract and motivate qualified personnel,
including our management, sales and marketing, legal and finance, and especially our design and
technical personnel. We do not know whether we will be able to retain all of these employees as we
continue to pursue our business strategy. We have historically encountered difficulties in hiring
and retaining qualified engineers because there is a limited pool of engineers with expertise in
analog and optoelectronic semiconductor design. Competition for such personnel is intense in the
semiconductor industry. As the source of our technological and product innovations, our design and
technical personnel represent a significant asset. The loss of the services of key employees,
especially our key design and technical personnel, or our inability to retain, attract and motivate
qualified design and technical personnel, could have a material adverse effect on our business,
financial condition and results of operations.
We are subject to warranty claims, product recalls and product liability.
We are currently, and from time to time may be, subject to warranty or product liability
claims that have lead, and may in the future lead, to significant expenses as we compensate
affected customers for costs incurred related to product quality issues. For example, in the second
quarter of 2009 we identified a product quality issue with a particular component that we took
steps to correct, including notifying our customers and offering to replace such components. We are
continuing our discussions with affected customers regarding this issue, and have compensated or
otherwise rectified the issue with many of those customers. As at May 1, 2011, we had recorded an
aggregate of $13 million in charges (including a reversal of warranty accrual
of $4 million in the quarter ended May 1, 2011) associated with this issue, and may incur additional charges as
we continue to work with our customers to resolve the matter.
Although we maintain product liability insurance, such insurance is subject to significant
deductibles and there is no guarantee that such insurance will be available or adequate to protect
against all such claims, or we may elect to self-insure with respect to certain matters. We may
incur costs and expenses in the event of any recall of a customers product containing one of our
devices. The process of identifying a recalled product in devices that have been widely distributed
may be lengthy and require significant resources, and we may incur significant replacement costs,
contract damage claims from our customers and reputational harm. Our customer contracts typically
contain warranty and indemnification provisions, and in certain cases liquidated damages,
provisions relating to product quality issues. The potential liabilities associated with such
provisions are significant, and in some cases are potentially unlimited, and may greatly exceed any
revenues we receive from such products. Costs, payments or damages incurred or paid by us in
connection with warranty and product liability claims and product recalls could materially,
adversely affect our financial condition and results of operations.
The complexity of our products could result in unforeseen delays or expenses or undetected defects
or bugs, which could adversely affect the market acceptance of new products, damage our reputation
with current or prospective customers, and materially and adversely affect our operating costs.
Highly complex products such as the products that we offer, may contain defects and bugs when
they are first introduced or as new versions are released, or their release may be delayed due to
unforeseen difficulties during product development. We have in the past experienced, and may in the
future experience, these defects, bugs and delays. If any of our products contain defects or bugs,
or have reliability, quality or compatibility problems, we may not be able to successfully design
workarounds. Consequently, our reputation may be damaged and customers may be reluctant to buy our
products, which could materially and adversely affect our ability to retain existing customers,
attract new customers, and our financial results. In addition, these defects or bugs could
interrupt or delay sales to our customers. To resolve these problems, we may have to invest
significant capital and other resources. Although our products are tested by our suppliers, our
customers and ourselves, it is possible that our new products will contain defects or bugs. If any
of these problems are not found until after we have commenced commercial production of a new
product, we may be required to incur additional development costs and product recall, repair or
replacement costs. These problems may also result in claims against us by our customers or others.
For example, if a delay in the manufacture and delivery of our products causes the delay of a
customers product delivery, we may be required, under the terms of our agreement with that
customer, to compensate the customer for the adverse effects of such delays. In addition, these
problems may divert our technical and other resources from other development efforts, and we would
likely lose, or experience a delay in, market acceptance of the affected product or products, and
we could lose credibility with our current and prospective customers. As a result, our financial
results could be materially and adversely affected.
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We are subject to currency exchange risks that could adversely affect our operations.
Although a majority of our revenue and operating expenses is denominated in U.S. dollars, and
we prepare our financial statements in U.S. dollars in accordance with generally accepted
accounting principles, or GAAP, a portion of our revenue and operating expenses is in foreign
currencies. As a result, we are subject to currency risks that could adversely affect our
operations, including:
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risks resulting from changes in currency exchange rates and the implementation of
exchange controls; and |
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limitations on our ability to reinvest earnings from operations in one country to fund
the capital needs of our operations in other countries. |
Changes in exchange rates will result in increases or decreases in our costs and earnings, and
may also affect the book value of our assets located outside the United States and the amount of
our equity. Although we seek to minimize our currency exposure by engaging in hedging transactions
where we deem it appropriate, we do not know whether our efforts will be successful.
Our operating results and financial condition could be harmed if the markets into which we sell
our products decline.
Visibility into our markets is limited. As was the case in the recent economic downturn, any
decline in our customers markets would likely result in a reduction in demand for our products and
make it more difficult to collect on outstanding amounts due to us. For example, if the Asian
market does not continue to grow as anticipated or if the semiconductor market declines, our
results of operations will likely suffer. In such an environment, pricing pressures could intensify
and, if we were unable to respond quickly, could significantly reduce our gross margins. To the
extent we cannot offset recessionary periods or periods of reduced growth that may occur in these
markets through increased market share or otherwise, our net revenue may decline and our business,
financial condition and results of operations may suffer. Pricing pressures and competition are
especially intense in semiconductor-related industries, which could prevent achievement of our
long-term financial goals and could require us to implement additional cost-cutting measures.
Furthermore, industry growth rates may not be as forecasted, which could result in us spending on
process and product development well ahead of market requirements, which in turn could have a
material adverse effect on our business, financial condition and results of operations.
The demands or loss of one or more of our significant customers may adversely affect our business.
Some of our customers are material to our business and results of operations. During fiscal
year 2010, no customer accounted for 10% or more of our net revenue, but our top 10 customers,
which included five distributors, collectively accounted for 55% of our net revenue. During the
first six months of fiscal year 2011, no customer accounted for 10% or more of our net revenue, but
our top 10 customers, which included three distributors, collectively accounted for 53% of our net
revenue. We believe our top customers purchasing power has given them the ability to make greater
demands on their suppliers, including us. We expect this trend to continue, which we expect will
result in our results of operations becoming increasingly sensitive to deterioration in the
financial condition of, or other adverse developments related to, one or more of our significant
customers. Although we believe that our relationships with our major customers are good, we
generally do not have long-term contracts with any of them, which is typical of our industry. As a
result, although our customers provide indications of their product needs and purchases on an
annual basis, they generally purchase our products on a weekly or daily basis and the relationship,
as well as particular orders, can be terminated at any time. We are in the process of changing our
relationship with one of our global, full-line distributors, to make it a regional, full-line
distributor, as we believe that the needs of our customers will be better served by having fewer
global distributors. We believe that our existing sales channels will be able to absorb any sales
that we would otherwise have been made to this distributor, however, if we are unable to supply
sufficient product to remaining distributors end-customers may elect to buy competitors products.
In addition, certain end-customers may be reluctant to change suppliers, which may induce them to
purchase our competitors products from their current distributor. The loss of any of our major
customers, or any substantial reduction in sales to any of these customers, could have a material
adverse effect on our business, financial condition and results of operations.
We generally do not have any long-term supply contracts with our contract manufacturers or
materials suppliers and may not be able to obtain the products or raw materials required for our
business, which could have a material adverse affect on our business.
We either obtain the products we need for our business from third-party contract manufacturers
or we obtain the materials we need for our products from suppliers, some of which are our single
source suppliers for these materials. We purchase a significant portion of our semiconductor
materials and finished goods from a few suppliers and contract manufacturers. For fiscal year 2010,
we purchased 54% of the materials for our manufacturing processes from eight suppliers. For the
first six months of fiscal year 2011, we purchased 56% of the materials for our manufacturing
processes from seven suppliers. Substantially all of our purchases are on a purchase order basis,
and we have not generally entered into long-term contracts with our contract manufacturers or
suppliers. In the event that these purchase orders or relationships with suppliers are terminated,
we cannot obtain sufficient quantities of raw materials
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at reasonable prices, the quality of the
material deteriorates, we fail to satisfy our customers requirements or we are not able to pass on
higher materials or energy costs to our customers, our business, financial condition and results of
operations could be adversely impacted.
Our manufacturing processes rely on many materials, including silicon and GaAs wafers, copper
lead frames, precious metals, mold compound, ceramic packages and various chemicals and gases. From
time to time, suppliers may extend lead times, limit supplies or increase prices due to commodity
price increases, capacity constraints or other factors. Although we believe that our current
supplies of materials are adequate, shortages could occur in various essential materials due to
interruption of supply or increased demand in the industry.
We use third-party contractor manufacturers for most of our manufacturing activities,
primarily for wafer fabrication and module assembly and test services. Our agreements with these
manufacturers typically require us to forecast product needs, commit to purchase services
consistent with these forecasts and may require other commitments in the early stages of the
relationship. Our operations could be adversely affected in the event that these contractual
relationships were disrupted or terminated, the cost of such services increased significantly, the
quality of the services provided deteriorated, our forecasts proved to be materially incorrect or
capacity is consumed by our competitors.
We rely on third parties to provide corporate infrastructure services necessary for the operation
of our business. Any failure of one or more of our vendors to provide these services could have a
material adverse effect on our business.
We rely on third-party vendors to provide critical corporate infrastructure services,
including, among other things, certain services related to accounting, billing, human resources,
information technology, or IT, network development and network monitoring. We depend on these
vendors to ensure that our corporate infrastructure will consistently meet our business
requirements. The ability of these third-party vendors to successfully provide reliable, high
quality services is subject to technical and operational uncertainties that are beyond our control.
While we may be entitled to damages if our vendors fail to perform under their agreements with us,
our agreements with these vendors limit the amount of damages we may receive. In addition, we do
not know whether we will be able to collect on any award of damages or that any such damages would
be sufficient to cover the actual costs we would incur as a result of any vendors failure to
perform under its agreement with us. Any failure of our corporate infrastructure could have a
material adverse effect on our business, financial condition and results of operations. Upon
expiration or termination of any of our agreements with third-party vendors, we may not be able to
replace the services provided to us in a timely manner or on terms and conditions, including
service levels and cost, that are favorable to us and a transition from one vendor to another
vendor could subject us to operational delays and inefficiencies until the transition is complete.
Our gross margin is dependent on a number of factors, including our product mix and level of
capacity utilization.
Our gross margin is highly dependent on product mix, with proprietary products and products
sold into our industrial and automotive target market typically providing higher gross margin than
other products. A shift in sales mix away from our higher margin products could adversely affect
our future gross margin percentages. Our margin may also be affected by fluctuations in commodity
prices, either directly in the price of the raw materials we buy, or as a result of prices
increases passed on to us by our suppliers. Many commodities prices, including those of gold and
fuel, have risen significantly in recent months. We do not hedge our exposure to commodity prices
and continued increases in commodities prices may adversely affect our gross margin.
In addition, semiconductor manufacturing requires significant capital investment, leading to
high fixed costs, including depreciation expense. Although we outsource a significant portion of
our manufacturing activities, we do retain some semiconductor fabrication facilities. If we are
unable to utilize our owned fabrication facilities at a high level, the fixed costs associated with
these facilities will not be fully absorbed, resulting in higher average unit costs and lower gross
margins. In the past, we have experienced periods where our gross margins declined due to, among
other things, reduced factory utilization resulting from reduced customer demand, reduced selling
prices and a change in product mix towards lower margin devices. Increased competition and the
existence of product alternatives, more complex engineering requirements, lower demand and other
factors may lead to further price erosion, lower revenues and lower margins for us in the future.
Our business, financial condition and results of operations could be adversely affected by the
political and economic conditions of the countries in which we conduct business and other factors
related to our international operations.
We sell our products throughout the world. In addition, as at May 1, 2011, approximately 67%
of our employees are located outside of the United States. Multiple factors relating to our
international operations and to particular countries in which we operate could have a material
adverse effect on our business, financial condition and results of operations. These factors
include:
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changes in political, regulatory, legal or economic conditions; |
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restrictive governmental actions, such as restrictions on the transfer or repatriation of
funds and foreign investments and trade protection measures, including export duties and
quotas and customs duties and tariffs; |
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disruptions of capital and trading markets; |
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changes in import or export licensing requirements; |
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transportation delays; |
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civil disturbances or political instability; |
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geopolitical turmoil, including terrorism, war or political or military coups; |
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changes in labor standards; |
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limitations on our ability under local laws to protect our intellectual property; |
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nationalization of businesses and expropriation of assets; |
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changes in tax laws; |
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currency fluctuations, which may result in our products becoming too expensive for
foreign customers or foreign-sourced materials and services becoming more expensive for
us; and |
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difficulty in obtaining distribution and support. |
A significant legal risk associated with conducting business internationally is compliance
with various and differing anti-corruption and anti-bribery laws and regulations of the countries
in which we do business, including the U.S. Foreign Corrupt Practices Act, the recent U.K. Bribery
Act and similar laws in China. In addition, the anti-corruption laws in various countries are
constantly evolving and may, in some cases, conflict with each other. Our Code of Ethics and
Business Conduct prohibit us and our employees from offering or giving anything of value to a
government official for the purpose of obtaining or retaining business and from engaging in
unethical business practices. However, there can be no assurance that all of our employees or
agents will refrain from acting in violation of this and our related anti-corruption policies and
procedures. Any such violation could have a material adverse effect on our business.
A majority of our products are produced and sourced in Asia, including in China, Malaysia, the
Philippines, Singapore, Taiwan and Thailand. Any conflict or uncertainty in these countries,
including due to political or civil unrest or public health or safety concerns could have a
material adverse effect on our business, financial condition and results of operations. In
addition, if the government of any country in which our products are manufactured or sold sets
technical standards for products manufactured in or imported into their country that are not widely
shared, it may lead certain of our customers to suspend imports of their products into that
country, require manufacturers in that country to manufacture products with different technical
standards and disrupt cross-border manufacturing relationships which, in each case, could have a
material adverse effect on our business, financial condition and results of operations.
In addition, our subsidiaries may require future equity-related financing, and any capital
contributions to certain of our subsidiaries may require the approval of the relevant authorities
in the jurisdiction in which the subsidiary is incorporated. The approvals are required from the
investment commissions or similar agency of the particular jurisdiction and relate to any initial
or additional equity investment by foreign entities in local corporations. Our failure to obtain
the required approvals and our resulting inability to provide such equity-related financing or
capital contributions could have an adverse effect on our business, financial condition and results
of operations.
If we suffer loss or significant damage to our factories, facilities or distribution system due to
catastrophe, our operations could be seriously harmed.
Our factories, facilities and distribution system, and those of our contract manufacturers,
are subject to risk of catastrophic loss due to fire, flood, or other natural or man-made
disasters. The majority of our facilities and those of our contract manufacturers are located in
the Pacific Rim region, a region with above average seismic and severe weather activity. In
addition, our research and development personnel are concentrated in a few locations, primarily
Korea, Malaysia, Singapore, Fort Collins, Colorado and San Jose, California, with the expertise of
the personnel at each such location tending to be focused on one or two specific areas. Any
catastrophic natural disaster in those regions or catastrophic loss or significant damage to any of
our facilities in those regions would likely disrupt our operations, delay production, shipments
and revenue and result in significant expenses to repair or replace the facility, and in some
instances could significantly curtail our research and development efforts in a particular product
area or target market. For example,
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we have a small manufacturing facility in Japan, which suffered
minor damage as a result of the recent natural disaster in Japan and was shut down for several days
due to the severe disruption to Japans infrastructure and rolling power outages caused by the
disaster. In addition, any catastrophic loss at our Fort Collins, Colorado, San Jose, California,
or Singapore facilities would materially and adversely affect our business.
If the tax incentive or tax holiday arrangements we have negotiated in Singapore and other
jurisdictions change or cease to be in effect or applicable, or if our assumptions and
interpretations regarding tax laws and incentive or holiday arrangements prove to be incorrect,
the amount of corporate income taxes we have to pay could significantly increase.
We have structured our operations to maximize the benefit from various tax incentives and tax
holidays extended to us in various jurisdictions to encourage investment or employment. For
example, we have obtained several tax incentives from the Singapore Economic Development Board, an
agency of the Government of Singapore, which provide that certain classes of income we earn in
Singapore are subject to tax holidays or reduced rates of Singapore income tax. Each such tax
incentive is separate and distinct from the others, and may be granted, withheld, extended,
modified, truncated, complied with or terminated independently without any effect on the other
incentives. In order to retain these tax benefits in Singapore, we must meet certain operating
conditions specific to each incentive relating to, among other things, maintenance of a treasury
function, a corporate headquarters function, specified intellectual property activities and
specified manufacturing activities in Singapore. Some of these operating conditions are subject to
phase-in periods through 2015. The Singapore tax incentives are presently scheduled to expire at
various dates generally between 2014 and 2025. Absent such tax incentives, the corporate income tax
rate in Singapore that would otherwise apply to us would be 17% commencing from the 2010 year of
assessment. For the fiscal years ended November 1, 2009 and October 31, 2010, the effect of all
these tax incentives, in the aggregate, was to reduce the overall provision for income taxes from
what it otherwise would have been in such year by approximately $17 million and $63 million,
respectively. The tax incentives that we have negotiated in other jurisdictions are also subject to
our compliance with various operating and other conditions. If we cannot or elect not to comply
with the operating conditions included in any particular tax incentive, we will lose the related
tax benefits and could be required to refund material tax benefits previously realized by us with
respect to that incentive and, depending on the incentive at issue, could likely be required to
modify our operational structure and tax strategy. Any such modified structure or strategy may not
be as beneficial to us from an income tax expense or operational perspective as the benefits
provided under the present tax concession arrangements.
Our interpretations and conclusions regarding the tax incentives are not binding on any taxing
authority, and if our assumptions about tax and other laws are incorrect or if these tax incentives
are substantially modified or rescinded we could suffer material adverse tax and other financial
consequences, which would increase our expenses, reduce our profitability and adversely affect our
cash flows. In addition, taxable income in any jurisdiction is dependent upon acceptance of our
operational practices and intercompany transfer pricing by local tax authorities as being on an
arms length basis. Due to inconsistencies in application of the arms length standard among taxing
authorities, as well as lack of adequate treaty-based protection, transfer pricing challenges by
tax authorities could, if successful, substantially increase our income tax expense. We
are subject to, and are under, audit in various jurisdictions, and such jurisdictions may assess
additional income tax against us. Although we believe our tax positions are reasonable, the final
determination of tax audits could be materially different from our recorded income tax provisions
and accruals. The ultimate results of an audit could have a material adverse effect on our
operating results or cash flows in the period or periods for which that determination is made.
The enactment of legislation implementing changes in U.S. taxation of international business
activities or the adoption of other tax reform policies could materially impact our financial
position and results of operations.
Tax bills are introduced from time to time to reform U.S. taxation of international business
activities. Depending on the final form of legislation enacted, if any, these consequences may be
significant for us due to the large scale of our international business activities. If any of these
proposals are enacted into legislation, they could have material adverse consequences on the amount
of tax we pay and thereby on our financial position and results of operations.
We may pursue acquisitions, dispositions, investments and joint ventures, which could affect our
results of operations.
We have made and expect to continue to make acquisitions of, and investments in, businesses
that offer complementary products, services and technologies, augment our market coverage, or
enhance our technological capabilities. We may also enter into strategic alliances or joint
ventures to achieve these goals. We cannot assure you that we will be able to identify suitable
acquisition, investment, alliance, or joint venture opportunities or that we will be able to
consummate any such transactions or relationships on terms and conditions acceptable to us, or that
such transactions or relationships will be successful.
These transactions or any other acquisitions or dispositions involve risks and uncertainties.
For example, the integration of acquired businesses may not be successful and could result in
disruption to other parts of our business. In addition, the integration may require that we incur
significant restructuring charges. To integrate acquired businesses, we must implement our
management information systems, operating systems and internal controls, and assimilate and manage
the personnel of the acquired operations. The difficulties of these integrations may be further
complicated by such factors as the size of the business or entity acquired, geographic distances,
lack of experience operating in the geographic market or industry sector of the acquired business,
delays and challenges associated with integrating the business with our existing businesses,
diversion of managements attention from daily operations of the business,
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potential loss of key
employees and customers of the acquired business, the potential for deficiencies in internal
controls at the acquired or combined business, performance problems with the acquired business
technology, difficulties in entering markets in which we have no or limited direct prior
experience, exposure to unanticipated liabilities of the acquired business, insufficient revenues
to offset increased expenses associated with the acquisition, and our potential inability to
achieve the growth prospects and synergies expected from any such acquisition. Even when an
acquired business has already developed and marketed products, there can be no assurance that
product enhancements will be made in a timely fashion or that all pre-acquisition due diligence
will have identified all material issues that might arise with respect to such acquired assets.
Any acquisition may also cause us to assume liabilities, acquire goodwill and non-amortizable
intangible assets that will be subject to impairment testing and potential impairment charges,
incur amortization expense related to certain intangible assets, increase our expenses and working
capital requirements, and subject us to litigation, which would reduce our return on invested
capital. Failure to manage and successfully integrate the acquisitions we make could materially
harm our business and operating results.
Any future acquisitions may require additional debt or equity financing, which, in the case of
debt financing, would increase our leverage and potentially affect our credit ratings, and in the
case of equity financing, would be dilutive to our existing shareholders. Any downgrades in our
credit ratings associated with an acquisition could adversely affect our ability to borrow by
resulting in more restrictive borrowing terms. As a result of the foregoing, we also may not be
able to complete acquisitions or strategic customer transactions in the future to the same extent
as in the past, or at all. These and other factors could harm our ability to achieve anticipated
levels of profitability at acquired operations or realize other anticipated benefits of an
acquisition, and could adversely affect our business, financial condition and results of
operations.
Our business is subject to various governmental regulations, and compliance with these regulations
may cause us to incur significant expenses. If we fail to maintain compliance with applicable
regulations, we may be forced to recall products and cease their manufacture and distribution, and
we could be subject to civil or criminal penalties.
Our business is subject to various significant international and U.S. laws and other legal
requirements, including packaging, product content, labor and import/export regulations. These
regulations are complex, change frequently and have generally become more stringent over time. We
may be required to incur significant expenses to comply with these regulations or to remedy
violations of these regulations. Any failure by us to comply with applicable government regulations
could result in cessation of our operations or portions of our operations, product recalls or
impositions of fines and restrictions on our ability to conduct our operations. In addition,
because many of our products are regulated or sold into regulated industries, we must comply with
additional regulations in marketing our products.
Our products and operations are also subject to the rules of industrial standards bodies, like
the International Standards Organization, as well as regulation by other agencies, such as the
U.S. Federal Communications Commission. If we fail to adequately address any of these rules or
regulations, our business could be harmed.
We must conform the manufacture and distribution of our semiconductors to various laws and
adapt to regulatory requirements in all countries as these requirements change. If we fail to
comply with these requirements in the manufacture or distribution of our products, we could be
required to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from
distributing our products commercially until the products or component substances are brought into
compliance.
We are subject to environmental, health and safety laws, which could increase our costs, restrict
our operations and require expenditures that could have a material adverse affect on our results
of operations and financial condition.
We are subject to a variety of international and U.S. laws and other legal requirements
relating to the use, disposal, clean-up of and human exposure to, hazardous materials. Any failure
by us to comply with environmental, health and safety requirements could result in the limitation
or suspension of production or subject us to future liabilities in excess of our reserves. In
addition, compliance with environmental, health and safety requirements could restrict our ability
to expand our facilities or require us to acquire costly pollution control equipment, incur other
significant expenses or modify our manufacturing processes. In the event of the discovery of new
contamination, additional requirements with respect to existing contamination, or the imposition of
other cleanup obligations for which we are responsible, we may be required to take remedial or
other measures which could have a material adverse effect on our business, financial condition and
results of operations.
We also face increasing complexity in our product design and procurement operations as we
adjust to new requirements relating to the materials composition of our products, including the
restrictions on lead and certain other substances in electronics that apply to specified
electronics products sold in the European Union as of July 1, 2006 under the Restriction of
Hazardous Substances in Electrical and Electronic Equipment Directive. Other countries, such as the
United States, China and Japan, have enacted or may enact laws or regulations similar to the EU
legislation. Other environmental regulations may require us to reengineer our products to utilize
components that are more environmentally compatible. Such reengineering and component substitution
may result in excess inventory or other additional costs and could have a material adverse effect
on our results of operations.
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In addition to the costs of complying with environmental, health and safety requirements,
we may in the future incur costs defending against environmental litigation brought by government
agencies and private parties. We may be defendants in lawsuits brought by parties in the future
alleging environmental damage, personal injury or property damage. A significant judgment against
us could harm our business, financial condition and results of operations.
In the last few years, there has been increased media scrutiny and associated reports focusing
on a potential link between working in semiconductor manufacturing clean room environments and
certain illnesses, primarily different types of cancers. Regulatory agencies and industry
associations have begun to study the issue to see if any actual correlation exists. Because we
utilize clean rooms, we may become subject to liability claims. In addition, these reports may also
affect our ability to recruit and retain employees.
We cannot predict:
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changes in environmental or health and safety laws or regulations; |
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the manner in which environmental or health and safety laws or regulations will be
enforced, administered or interpreted; |
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our ability to enforce and collect under indemnity agreements and insurance policies
relating to environmental liabilities; or |
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the cost of compliance with future environmental or health and safety laws or regulations
or the costs associated with any future environmental claims, including the cost of clean-up
of currently unknown environmental conditions. |
We have taken significant restructuring charges in the past and may need to take material
restructuring charges in the future.
During fiscal year 2009, we pursued a number of restructuring initiatives designed to reduce
costs and increase revenue across our operations, in large part due to the global economic downturn
and related decline in demand for our customers products. These initiatives included significant
workforce reductions in certain areas as we realigned our business, establishing certain operations
closer in location to our global customers, evaluating functions more efficiently performed through
partnerships or other outside relationships and steps to attempt to further reduce our overhead
costs. As a result of these initiatives, we incurred restructuring charges of $34 million in fiscal
year 2009, $4 million in fiscal year 2010 and $1 million in
the first six months of fiscal year 2011.
We may be required to take additional charges in the future as we continue to evaluate our
operations and cost structures relative to general economic conditions, market demands, cost
competitiveness, and our geographic footprint as it relates to our customers production
requirements. We cannot assure you as to the timing or amount of any future restructuring charges.
If we are required to take additional restructuring charges in the future, our operating results,
financial condition, and cash flows may be adversely impacted. Additionally, there are other
potential risks associated with our restructurings that could adversely affect us, such as delays
encountered with the finalization and implementation of the restructuring activities, work
stoppages, and the failure to achieve targeted cost savings.
We are subject to risks associated with our distributors product inventories and product
sell-through.
We sell many of our products to customers through distributors who maintain their own
inventory of our products for sale to dealers and end users. We recognize revenues for sales to
distributors upon delivery to the distributor. We limit distributor return rights and we allow
limited price adjustments on sales to distributors. We provide reserves for distributor rights
related to these limited stock returns and price adjustments. Sales to distributors accounted for
41% and 37% of our net revenue for fiscal year 2010 and the first six months of fiscal year 2011,
respectively.
If these distributors are unable to sell an adequate amount of their inventory of our products
in a given quarter to dealers and end users or if they decide to decrease their inventories for any
reason, such as due to the recent global recession or due to any downturn in technology spending,
our sales to these distributors and our revenues may decline. In addition, if distributors decide
to purchase more inventory in any particular quarter, due to product availability or other reasons,
than is required to satisfy end customer demand, inventory at our distributors may grow in such
quarter, which could adversely affect our product revenues in a subsequent quarter as such
distributors will likely reduce future orders until their inventory levels realign with end
customer demand.
We also face the risk that our distributors may for other reasons have inventory levels of our
products in excess of future anticipated sales. If such sales do not occur in the time frame
anticipated by these distributors for any reason, these distributors may substantially decrease the
amount of product they order from us in subsequent periods, which would harm our business.
Our reserve estimates associated with products stocked by our distributors are based largely
on reports that our distributors provide to us on a monthly basis. To date, we believe this data
has been generally accurate. To the extent that this resale and channel inventory data is
inaccurate or not received in a timely manner, we may not be able to make reserve estimates for
future periods accurately or at all.
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We rely on third-party distributors and manufacturers representatives, as well as our employee
sales representatives, and the failure of these distributors or representatives to perform as
expected could reduce our future sales.
We sell many of our products to customers through distributors and manufacturers representatives,
as well as through our employee sales representatives. We are unable to predict the extent to which
our distributors and manufacturers representatives will be successful in marketing and selling our
products. Moreover, many of our distributors and manufacturers representatives and distributors
also market and sell competing products. Our relationships with our representatives and
distributors may be terminated by either party at any time. As part of a change in strategy, in
order to more effectively manage sales representatives performance, in 2010 we terminated our
relationships with a substantial number of our manufacturing representatives in the United States
and have replaced them with additional employee representatives. In addition, in May 2011, we began
the process of reducing the number of our global, full-line distributors, by changing one of them
to a regional, full-line distributor. We continue to evaluate our sales and distribution strategies
and may make further changes in the future. Our future performance will depend, in part, on our
ability to attract additional distributors or manufacturers representatives that will be able to
market and support our products effectively, especially in markets in which we have not previously
distributed our products, and on our ability to effectively manage distribution efforts by our
remaining global, full-line distributors. If we cannot retain our current distributors or
manufacturers representatives, recruit additional or replacement distributors or manufacturers
representatives, or effectively manage changes to our sales and distributions strategies our sales
and operating results will be harmed.
The average selling prices of products in our markets have historically decreased rapidly and will
likely do so in the future, which could harm our revenues and gross profits.
The products we develop and sell are used for high volume applications. As a result, the
prices of those products have historically decreased rapidly. Gross profits on our products may be
negatively affected by, among other things, pricing pressures from our customers, and the
proportion of sales of our wireless and other products into consumer application markets, which are
highly competitive and cost sensitive. In the past, we have reduced the average selling prices of
our products in anticipation of future competitive pricing pressures, new product introductions by
us or our competitors and other factors. Our gross profits and financial results will suffer if we
are unable to offset any reductions in our average selling prices by increasing our sales volumes,
reducing manufacturing costs, or developing new and higher value-added products on a timely basis.
We are required to assess our internal control over financial reporting on an annual basis and any
adverse findings from such assessment could result in a loss of investor confidence in our
financial reports, significant expenses to remediate any internal control deficiencies and
ultimately have an adverse effect on our share price.
We are required to assess the effectiveness of our internal control over financial reporting
annually, as required by Section 404 of the Sarbanes-Oxley Act. Even though, as at October 31,
2010, we concluded that our internal control over financial reporting was effective, we need to
maintain our processes and systems and adapt them as our business grows and changes. This
continuous process of maintaining and adapting our internal controls and complying with Section 404
is expensive, time-consuming and requires significant management attention. We cannot be certain
that our internal control measures will continue to provide adequate control over our financial
processes and reporting and ensure compliance with Section 404. Furthermore, as we grow our
business or acquire other businesses, our internal controls may become more complex and we may
require significantly more resources to ensure they remain effective. Failure to implement required
new or improved controls, or difficulties encountered in their implementation, either in our
existing business or in businesses that we may acquire, could harm our operating results or cause
us to fail to meet our reporting obligations. If we or our independent registered public accounting
firm identify material weaknesses in our internal controls, the disclosure of that fact, even if
quickly remedied, may cause investors to lose confidence in our financial statements and the
trading price of our ordinary shares may decline.
Remediation of a material weakness could require us to incur significant expense and if we
fail to remedy any material weakness, our financial statements may be inaccurate, our ability to
report our financial results on a timely and accurate basis may be adversely affected, our access
to the capital markets may be restricted, the trading price of our ordinary shares may decline, and
we may be subject to sanctions or investigation by regulatory authorities, including the SEC or The
Nasdaq Global Select Market. We may also be required to restate our financial statements from prior
periods.
A breach of our security systems may have a material adverse effect on our business.
Our security systems are designed to maintain the physical security of our facilities and
protect our customers, suppliers and employees confidential information. Despite such efforts,
we are subject to breach of security systems which may result in unauthorized access to our
facilities and/or the information we are trying to protect. If unauthorized parties gain physical
access to one of our facilities or electronic access to our information systems or such information
is misdirected, lost or stolen during transmission or transport, any theft or misuse of such
information could result in, among other things, unfavorable publicity, difficulty in marketing our
products, allegations by our customers that we have not performed our contractual obligations,
litigation by affected parties and
43
possible financial obligations for damages related to the theft or misuse of such information,
any of which could have a material adverse effect on our business, profitability and financial
condition.
Risks Relating to Investments in Singapore Companies
It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal
securities laws against us, our directors or officers in Singapore.
We are incorporated under the laws of the Republic of Singapore, and certain of our officers
and directors are resident outside the United States. Moreover, a majority of our consolidated
assets are located outside the United States. Although we are incorporated outside the United
States, we have agreed to accept service of process in the United States through our agent
designated for that purpose. Nevertheless, since a majority of the consolidated assets owned by us
are located outside the United States, any judgment obtained in the United States against us may
not be collectible within the United States.
There is no treaty between the United States and Singapore providing for the reciprocal
recognition and enforcement of judgments in civil and commercial matters and a final judgment for
the payment of money rendered by any federal or state court in the United States based on civil
liability, whether or not predicated solely upon the federal securities laws, would, therefore, not
be automatically enforceable in Singapore. There is doubt whether a Singapore court may impose
civil liability on us or our directors and officers who reside in Singapore in a suit brought in
the Singapore courts against us or such persons with respect to a violation solely of the federal
securities laws of the United States, unless the facts surrounding such a violation would
constitute or give rise to a cause of action under Singapore law. Consequently, it may be difficult
for investors to enforce against us, our directors or our officers in Singapore judgments obtained
in the United States, which are predicated upon the civil liability provisions of the federal
securities laws of the United States.
We are incorporated in Singapore and our shareholders may have more difficulty in protecting their
interest than they would as shareholders of a corporation incorporated in the United States.
Our corporate affairs are governed by our memorandum and articles of association and by the
laws governing corporations incorporated in Singapore. The rights of our shareholders and the
responsibilities of the members of our board of directors under Singapore law are different from
those applicable to a corporation incorporated in the United States. Therefore, our public
shareholders may have more difficulty in protecting their interest in connection with actions taken
by our management, members of our board of directors or our principal shareholder than they would
as shareholders of a corporation incorporated in the United States.
For a limited period of time, our directors have general authority to allot and issue new ordinary
shares on terms and conditions as may be determined by our board of directors in its sole
discretion.
Under Singapore law, we may only allot and issue new ordinary shares with the prior approval
of our shareholders in a general meeting. At our 2011 annual general meeting of shareholders, our
shareholders provided our directors with the general authority to allot and issue any number of new
ordinary shares until the earlier of (i) the conclusion of our 2012 annual general meeting, (ii)
the expiration of the period within which the next annual general meeting is required to be held
(i.e., within 15 months from the conclusion of the last general meeting) or (iii) the subsequent
revocation or modification of such general authority by our shareholders acting at a duly noticed
and convened meeting. Subject to the general authority to allot and issue new ordinary shares
provided by our shareholders, the provisions of the Singapore Companies Act and our memorandum and
articles of association, our board of directors may allot and issue new ordinary shares on terms
and conditions as they may think fit to impose. Any additional issuances of new ordinary shares by
our directors may adversely impact the market price of our ordinary shares.
Risks Relating to Owning Our Ordinary Shares
Influence of our Sponsors could adversely affect our other shareholders.
Investment funds affiliated with KKR, investment funds affiliated with Silver Lake, Seletar
Investments Pte. Ltd., or Seletar, and Geyser Investment Pte. Ltd., or Geyser, beneficially own
approximately 7.3%, 7.2%, 1.8% and 1.2% of our outstanding ordinary shares, respectively (based on
the number of ordinary shares outstanding as of June 3, 2011). In addition, pursuant to the terms
of our Second Amended and Restated Shareholder Agreement, or the Shareholder Agreement, KKR and
Silver Lake, which we refer to as the Sponsors, can elect their respective designees to serve as
members of our board of directors. KKR and Silver Lake will continue to have a presence on our
board of directors and therefore a significant influence on our affairs for the foreseeable future,
including significant corporate transactions, such as a merger or other sale of our company or our
assets.
At times, our share price has been volatile and it may fluctuate substantially in the future,
which could result in substantial losses for our investors.
44
The trading price of our ordinary shares has at times fluctuated significantly. The trading price of our ordinary shares could be
subject to wide fluctuations in response to many risk factors listed in this Risk Factors
section, and others, many of which are beyond our control, including:
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actual or anticipated fluctuations in our financial condition and operating results; |
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overall conditions in the semiconductor market and general economic and market
conditions; |
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addition or loss of significant customers; |
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changes in laws or regulations applicable to our products; |
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actual or anticipated changes in our growth rate relative to our competitors; |
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announcements of technological innovations or competitive products by us or our
competitors; |
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announcements by us or our competitors of significant acquisitions, strategic
partnerships, joint ventures or capital commitments; |
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additions or departures of key personnel; |
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issuance of new or updated research or reports by securities analysts; |
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fluctuations in the valuation of companies perceived by investors to be comparable to us; |
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disputes or other developments related to proprietary rights, including patents,
litigation matters and our ability to obtain intellectual property protection for our
technologies; |
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announcement of, or expectation of additional financing efforts; |
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sales of our ordinary shares by us or our shareholders; |
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share price and volume fluctuations attributable to inconsistent trading volume levels of
our shares; and |
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changes in our dividend policy. |
Furthermore, the stock markets have experienced extreme price and volume fluctuations that
have affected and continue to affect the market prices of equity securities of many companies.
These fluctuations often have been unrelated or disproportionate to the operating performance of
those companies. These broad market and industry fluctuations, as well as general economic,
political and market conditions such as recessions, interest rate changes or international currency
fluctuations, may negatively impact the market price of our ordinary shares. You may not realize
any return on your investment in us and may lose some or all of your investment. In the past,
companies that have experienced volatility in the market price of their stock have been subject to
securities class action litigation. We may be the target of this type of litigation in the future.
Securities litigation against us could result in substantial costs and divert our managements
attention from other business concerns, which could seriously harm our business.
There has been a public market for our ordinary shares for only a short period of time. An
active, liquid and orderly market for our ordinary shares may not develop or be sustained, which
could depress the trading price of our ordinary shares. An inactive market may also impair our
ability to raise capital to continue to fund operations by selling shares and may impair our
ability to acquire other companies or technologies by using our shares as consideration.
Future sales of our ordinary shares in the public market could cause our share price to fall.
Sales of a substantial number of our ordinary shares in the public market, including by
members of our management, or the perception that these sales might occur, could depress the market
price of our ordinary shares and could impair our ability to raise capital through the sale of
additional equity securities.
As of June 3, 2011, approximately 41.3 million outstanding ordinary shares are subject to the
contractual transfer restrictions in our Shareholder Agreement, which is described under Certain
Relationships and Related Party Transactions Second Amended and Restated Shareholder Agreement
Transfer Restrictions in the definitive proxy statement for our 2011 annual general meeting of
shareholders. These shares are also subject to lock-up agreements that holders of the shares have
signed with the underwriters of the secondary offering of our ordinary shares that was completed on
June 3, 2011, under which they have agreed not to sell, transfer or dispose of, directly or
indirectly, any shares of our ordinary shares or any securities convertible into or exercisable or
exchangeable for
45
ordinary shares without the prior written consent of Deutsche Bank Securities Inc., Barclays
Capital Inc. and Citigroup Global Markets Inc. until June 30, 2011. The underwriters of that
offering may, in their sole discretion, release all or some portion of the shares subject to the
30-day lock-up agreements prior to expiration of such period, and the Company and the Sponsors may
decide to waive the restrictions in the Shareholder Agreement.
As of June 3, 2011, holders of approximately 41.3 million ordinary shares are entitled to
rights with respect to registration of such shares under the Securities Act pursuant to a
registration rights agreement with us. These holders have exercised their registration rights
several times since our initial public offering in August 2009 and if such holders, by exercising their registration rights or
otherwise, continue to sell a large number of shares, they could adversely affect the market price
for our ordinary shares. If we register the sale of additional shares to raise capital and are
required to include shares held by these holders in such registration pursuant to the exercise of
their registration rights, our ability to raise capital may be impaired.
In addition, shares issued pursuant to our equity incentive plans, including such shares
issued to members of our management, may be freely sold in the public market upon vesting and
issuance, subject to the restrictions provided under the terms of the plan and option agreement
under which they were issued, applicable securities laws and our insider trading policy.
There can be no assurance that we will continue to declare cash dividends or declare them in any
particular amounts.
The declaration and payment of any future dividend is subject to the approval of our board of
directors and our dividend policy could change at any time. There can be no assurance that we will
declare cash dividends in the future or in any particular amounts. The payment of cash dividends is
restricted by applicable law and our corporate structure. Pursuant to Singapore law and our
articles of association, no dividends may be paid except out of our profits. Also, because we are a
holding company, our ability to pay cash dividends on our ordinary shares may be limited by
restrictions on our ability to obtain sufficient funds through dividends from subsidiaries,
including restrictions under the terms of our credit agreement. In addition to these constraints,
the payment of cash dividends in the future, if any, will be at the discretion of our board of
directors and will depend upon such factors as our earnings levels, capital requirements,
contractual restrictions, cash position and overall financial condition and any other factors
deemed relevant by our board of directors.
Furthermore, any such dividend, if declared, may be an interim dividend, under Singapore law,
which is wholly provisional and may be revoked by our board of directors at any time prior to the
payment thereof.
The requirements of being a public company may strain our resources, divert managements attention
and affect our ability to attract and retain qualified board members.
As a public company, we are subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, listing requirements of The
Nasdaq Global Select Market and other applicable securities rules and regulations. Compliance with
these rules and regulations increases our legal and financial compliance costs, places significant
demands on our systems, resources and management. As a result, managements attention may be
diverted from other business concerns, which could have a material adverse effect on our business,
financial condition and results of operations. We may also need to hire more employees in the
future, which will increase our costs and expenses.
In addition, changing laws, regulations and standards relating to corporate governance and
public disclosure, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010,
are creating uncertainty for public companies, further increasing legal and financial compliance
costs and making some activities more time consuming. These laws, regulations and standards are
subject to varying interpretations, in many cases due to their lack of specificity, and, as a
result, their application in practice may evolve over time as new guidance is provided by
regulatory and governing bodies. This could result in continuing uncertainty regarding compliance
matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
We intend to invest resources to comply with evolving laws, regulations and standards, and this
investment may result in increased general and administrative expenses and a diversion of
managements time and attention from revenue-generating activities to compliance activities. If our
efforts to comply with new laws, regulations and standards differ from the activities intended by
regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may
initiate legal proceedings against us and our business may be harmed.
Being a public company makes it expensive for us to obtain director and officer liability
insurance, and we may be required to accept reduced coverage or incur substantially higher costs to
obtain coverage. These factors could also make it more difficult for us to attract and retain
qualified members of our board of directors, particularly to serve on committees of our board of
directors, and qualified executive officers.
Singapore corporate law may impede a takeover of our company by a third-party, which could
adversely affect the value of our ordinary shares.
The Singapore Code on Take-overs and Mergers contains provisions that may delay, deter or
prevent a future takeover or change in control of our company for so long as we remain a public
company with more than 50 shareholders and net tangible assets of
46
S$5 million or more. Any person acquiring an interest, whether by a series of transactions over a
period of time or not, either on their own or together with parties acting in concert with such
person, in 30% or more of our voting shares, or, if such person holds, either on their own or
together with parties acting in concert with such person, between 30% and 50% (both inclusive) of
our voting shares, and such person (or parties acting in concert with such person) acquires
additional voting shares representing more than 1% of our voting shares in any six-month period,
must, except with the consent of the Securities Industry Council in Singapore, extend a mandatory
takeover offer for the remaining voting shares in accordance with the provisions of the Singapore
Code on Take-overs and Mergers. While the Singapore Code on Take-overs and Mergers seeks to ensure
equality of treatment among shareholders, its provisions may discourage or prevent certain types of
transactions involving an actual or threatened change of control of our company. These legal
requirements may impede or delay a takeover of our company by a third-party, which could adversely
affect the value of our ordinary shares.
Our actual operating results may differ significantly from our guidance.
From time to time, we release guidance regarding our future performance that represents our
managements estimates as of the date of release. This guidance, which consists of forward- looking
statements, is prepared by our management and is qualified by, and subject to, the assumptions and
the other information contained or referred to in the release. Our guidance is not prepared with a
view toward compliance with published guidelines of the American Institute of Certified Public
Accountants, and neither our independent registered public accounting firm nor any other
independent expert or outside party compiles or examines the guidance and, accordingly, no such
person expresses any opinion or any other form of assurance with respect thereto.
Guidance is based upon a number of assumptions and estimates that, while presented with
numerical specificity, is inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and are based upon specific
assumptions with respect to future business decisions, some of which will change. We generally
state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis
as variables are changed but are not intended to represent that actual results could not fall
outside of the suggested ranges. The principal reason that we release this data is to provide a
basis for our management to discuss our business outlook with analysts and investors. We do not
accept any responsibility for any projections or reports published by any such persons.
Guidance is necessarily speculative in nature, and it can be expected that some or all of the
assumptions of the guidance furnished by us will not materialize or will vary significantly from
actual results. Accordingly, our guidance is only an estimate of what management believes is
realizable as of the date of release. Actual results will vary from the guidance and the variations
may be material. Investors should also recognize that the reliability of any forecasted financial
data diminishes the farther in the future that the data is forecast. In light of the foregoing,
investors are urged to put the guidance in context and not to place undue reliance on it.
Any failure to successfully implement our operating strategy or the occurrence of any of the
events or circumstances set forth in this Quarterly Report on Form 10-Q could result in the actual
operating results being different than the guidance, and such differences may be adverse and
material.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 5. Other Information
Dividend
On June 8, 2011, the Board declared an interim quarterly cash dividend on its ordinary shares of $0.09 per share,
payable on June 30, 2011 to shareholders of record at the close of business (5:00 p.m.), Eastern Time, on June 17,
2011.
Share
Repurchase Program
On June 8, 2011, the Board authorized the repurchase of up to 15 million of the Companys outstanding ordinary
shares, not to exceed $500 million of its ordinary shares, in the aggregate, pursuant to the shareholder approval of
the Companys 2011 share purchase mandate received at the Companys 2011 Annual General Meeting on March
30, 2011, or the 2011 Share Purchase Mandate. Pursuant to the 2011 Share Purchase Mandate, the Company, upon
authorization of the Board of Directors, is authorized to repurchase approximately 24.6 million ordinary shares
(representing 10% of the outstanding shares on the date of the 2011 Annual General Meeting), in open market
transactions or pursuant to equal access schemes, prior to the date on which the 2012 Annual General Meeting of the
Company is held or is required by law to be held. The Company may not repurchase more than 15 million of its
ordinary shares, or more than $500 million of the Companys ordinary shares, without further action by the Board of
Directors. Share repurchases, if any, will be made in the open market at such times and in such amounts as the
Company deems appropriate. The timing and actual number of shares repurchased will depend on a variety of
factors including price, market conditions and applicable legal requirements. The share repurchase program does not
obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time
without prior notice.
Item 6. Exhibits
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Exhibit |
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Incorporated by Reference Herein |
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Filed |
Number |
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Description |
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Form |
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Filing Date |
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Herewith |
3.1
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Memorandum and Articles of Association
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Avago Technologies
Limited Current
Report on Form 8-K
(Commission File
No. 001-34428).
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August 14, 2009 |
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4.1
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Second Amended and Restated
Shareholder Agreement, dated August
11, 2009, among
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Avago Technologies
Limited Current
Report on
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August 14, 2009 |
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Exhibit |
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Incorporated by Reference Herein |
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Number |
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Description |
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Filing Date |
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Herewith |
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Avago Technologies
Limited, Silver Lake Partners II
Cayman, L.P., Silver Lake Technology
Investors II Cayman, L.P., Integral
Capital Partners VII, L.P., KKR
Millennium Fund (Overseas), Limited
Partnership, KKR European Fund,
Limited Partnership, KKR European
Fund II, Limited Partnership, KKR
Partners (International), Limited
Partnership, Capstone Equity
Investors LLC, Avago Investment
Partners, Limited Partnership, Bali
Investments S.àr.l., Seletar
Investments Pte Ltd, Geyser
Investment Pte. Ltd. and certain
other Persons
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Form 8-K
(Commission File
No. 001-34428). |
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10.1
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Avago FY 2011 Performance Bonus Plan
for Executive Employees, effective
November 1, 2010
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Avago Technologies
Limited Quarterly
Report on Form 10-Q
(Commission File
No. 001-34428).
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March 10, 2011 |
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10.2
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Severance Agreement, dated March 9,
2011, between Avago Technologies US.
Inc. and Bryan Ingram.
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10.3
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Amendment to the Equity Incentive
Plan for Senior Management Employees of Avago Technologies Limited and
its Employees, dated March 9, 2011
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10.4
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Credit Agreement, dated March 31,
2011, among Avago Technologies
Finance Pte. Ltd., as Borrower, Avago
Technologies Holding Pte. Ltd., Avago
Technologies International Sales Pte.
Limited.
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Avago Technologies US. Inc.
and Avago Technologies General IP
(Singapore) Pte. Ltd., as Guarantors
and The Initial Lenders named herein
as Initial Lenders and Citicorp
International Limited as
Administrative Agent and Barclays
Capital as Syndication Agent and
Citigroup Global Markets Inc.
and Barclays Capital as Joint Lead
Arrangers and Joint Bookrunners
(Credit Agreement). |
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31.1
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Certification of Principal Executive
Officer Pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Principal Financial
Officer Pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Principal Executive
Officer Pursuant to 18 U.S.C. Section
1350, As Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of Principal Financial
Officer Pursuant to 18 U.S.C. Section
1350, As Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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99.1
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Press release entitled Avago Technologies Announces Dividend and Authorization for Share Repurchase Program
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Schema Document
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101.CAL
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XBRL Calculation Linkbase Document
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101.LAB
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XBRL Labels Linkbase Document
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Exhibit |
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Incorporated by Reference Herein |
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Filed |
Number |
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Description |
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Form |
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Filing Date |
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Herewith |
101.PRE
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XBRL Presentation Linkbase Document
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Indicates a management contract or compensatory plan or arrangement. |
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Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business
Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets at October 31, 2010 and
May 1, 2011, (ii) Unaudited Condensed Consolidated Statements of Income for the quarters and six
months ended May 2, 2010 and May 1, 2011, (iii) Unaudited Condensed Consolidated Statements of Cash
Flows for the six months ended May 2, 2010 and May 1, 2011 and (iv) Notes to Unaudited Condensed
Consolidated Financial Statements. |
In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this
Quarterly Report on Form 10-Q
is deemed not filed or part of a registration statement or prospectus for purposes of sections 11
or 12 of the Securities Act, is deemed
not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability
under these sections.
49
SIGNATURES
Pursuant to the requirements 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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AVAGO TECHNOLOGIES LIMITED
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By: |
/s/ Douglas R. Bettinger |
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Douglas R. Bettinger Senior Vice President and Chief Financial Officer |
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Date: June 9, 2011
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