| QLOGIC CORP Item 1A Risk Factors Set forth below and elsewhere in this report and in other documents we file with the Securities and Exchange Commission are risks and uncertainties that could cause our actual results of operations to differ materially from the results contemplated by the forward-looking statements contained in this report |
| Our operating results may fluctuate, in future periods, which could cause our stock price to decline |
| We have experienced, and expect to experience in future periods, fluctuations in sales and operating results from quarter to quarter |
| In addition, there can be no assurance that we will maintain our current gross margins or profitability in the future |
| A significant portion of our net revenues in each fiscal quarter result from orders booked in that quarter |
| Orders placed by major customers are typically based on their forecasted sales and inventory levels for our products |
| Fluctuations in our quarterly operating results may be the result of: • the timing, size and mix of orders from customers; • gain or loss of significant customers; • customer policies pertaining to desired inventory levels of our products; • negotiated rebates and extended payment terms; • changes in our ability to anticipate in advance the mix of customer orders; • levels of inventory our customers require us to maintain in our inventory hub locations; • the time, availability and sale of new products; • changes in the mix or average selling prices of our products; • variations in manufacturing capacities, efficiencies and costs; • the availability and cost of components, including silicon chips; • warranty expenses; • variations in product development costs, especially related to advanced technologies; • variations in operating expenses; • adjustments related to product returns; • changes in effective income tax rates, including those resulting from changes in tax laws; • our ability to timely produce products that comply with new environmental restrictions or related requirements of our OEM customers; 7 _________________________________________________________________ [50]Table of Contents • actual events, circumstances, outcomes and amounts differing from judgments, assumptions and estimates used in determining the value of certain assets (including the amounts of related valuation allowances), liabilities and other items reflected in our consolidated financial statements; • changes in accounting rules, such as the change requiring the recording of compensation expense for employee stock options and other stock-based awards commencing in the first quarter of our 2007 fiscal year; • changes in our accounting policies; • increases in energy costs; • general economic and other conditions affecting the timing of customer orders and capital spending; or • changes in the global economy that impact information technology spending |
| Our quarterly results of operations are also influenced by competitive factors, including the pricing and availability of our products and our competitors’ products |
| Although we do not maintain our own silicon chip manufacturing facility, portions of our expenses are fixed and difficult to reduce in a short period of time |
| If net revenues do not meet our expectations, our fixed expenses could adversely affect our gross profit and net income until net revenues increase or until such fixed expenses are reduced to an appropriate level |
| Furthermore, announcements regarding new products and technologies could cause our customers to defer or cancel purchases of our products |
| Order deferrals by our customers, delays in our introduction of new products, and longer than anticipated design-in cycles for our products have in the past adversely affected our quarterly results of operations |
| Due to these factors, as well as other unanticipated factors, it is likely that in some future quarter or quarters our operating results will be below the expectations of public market analysts or investors, and as a result, the price of our common stock could significantly decrease |
| We expect gross margin to vary over time, and our recent level of gross margin may not be sustainable |
| Our recent level of gross margin may not be sustainable and may be adversely affected by numerous factors, including: • increased price competition; • changes in customer, geographic or product mix; • introduction of new products, including products with price-performance advantages; • our ability to reduce production costs; • entry into new markets; • sales discounts; • increases in material or labor costs; • excess inventory and inventory holding charges; • changes in distribution channels; • increased warranty costs; and • how well we execute our business strategy and operating plans |
| Our revenues may be affected by changes in IT spending levels |
| In the past, unfavorable or uncertain economic conditions and reduced global IT spending rates have adversely affected the markets in which we operate |
| We are unable to predict changes in general economic conditions and when global IT spending rates will be affected |
| Furthermore, even if IT spending rates increase, we cannot be certain that the market for SAN and server interconnect solutions will be positively impacted |
| If 8 _________________________________________________________________ [51]Table of Contents there are future reductions in either domestic or international IT spending rates, or if IT spending rates do not increase, our revenues, operating results and financial condition may be adversely affected |
| Our stock price may be volatile which could affect the value of your investment |
| The market price of our common stock has fluctuated substantially, and there can be no assurance that such volatility will not continue |
| Several factors could impact our stock price including, but not limited to: • announcements concerning our competitors, our customers, or us; • quarterly fluctuations in our operating results; • differences between our actual operating results and the published expectations of analysts; • introduction of new products or changes in product pricing policies by our competitors or us; • conditions in the semiconductor industry; • changes in market projections by industry forecasters; • changes in estimates of our earnings by industry analysts; • overall market conditions for high technology equities; • rumors or dissemination of false information; and • general economic and geopolitical conditions |
| In addition, stock markets have experienced extreme price and volume volatility in recent years and stock prices of technology companies have been especially volatile |
| This volatility has had a substantial effect on the market prices of securities of many public companies for reasons frequently unrelated to the operating performance of the specific companies |
| These broad market fluctuations could adversely affect the market price of our common stock |
| Our business is dependent on the continued growth of the SAN market and if this market does not continue to develop and expand as we anticipate, our business will suffer |
| A significant number of our products are used in SANs and, therefore, our business is dependent on the SAN market |
| Accordingly, the widespread adoption of SANs for use in organizations’ computing systems is critical to our future success |
| SANs are often implemented in connection with the deployment of new storage systems and servers |
| Therefore, our future success is also substantially dependent on the market for new storage systems and servers |
| Our success in generating revenue in the SAN market will depend on, among other things, our ability to: • educate potential OEM customers, distributors, resellers, system integrators, storage service providers and end-user organizations about the benefits of SANs; • maintain and enhance our relationships with OEM customers, distributors, resellers, system integrators and storage system providers; • predict and base our products on standards which ultimately become industry standards; and • achieve interoperability between our products and other SAN components from diverse vendors |
| Our financial condition will be materially harmed if we do not maintain and gain market or industry acceptance of our products |
| The markets in which we compete involve rapidly changing technology, evolving industry standards and continuing improvements in products and services |
| Our future success depends, in part, on our ability to: • enhance our current products and develop and introduce in a timely manner new products that keep pace with technological developments and industry standards; 9 _________________________________________________________________ [52]Table of Contents • compete effectively on the basis of price and performance; and • adequately address OEM customer and end-user customer requirements and achieve market acceptance |
| We believe that to remain competitive in the future, we will need to continue to develop new products, which will require a significant investment in new product development |
| Our competitors are developing alternative technologies, such as iSCSI software initiator, SATA and Serial Attached SCSI, or SAS, that may compete with the market acceptance of our products |
| Although we continue to explore and develop products based on new technologies, a substantial portion of our revenues is generated today from Fibre Channel technology |
| If alternative technologies are adopted by the industry, we may not be able to develop products for new technologies in a timely manner |
| Further, even if alternative technologies do augment Fibre Channel revenues, our products may not be fully developed in time to be accepted by our customers |
| Even if our new products are developed on time, we may not be able to manufacture them at competitive prices or in sufficient volumes |
| We depend on a limited number of customers, and any decrease in revenue or cash flows from any one of our customers could adversely affect our results of operations and cause our stock price to decline |
| A small number of customers account for a substantial portion of our net revenues, and we expect that a limited number of customers will continue to represent a substantial portion of our net revenues in the foreseeable future |
| Our top ten customers accounted for 77prca and 78prca of net revenues for fiscal years 2006 and 2005, respectively |
| We are also subject to credit risk associated with the concentration of our accounts receivable |
| The loss of any of our major customers could have a material adverse effect on our business, financial condition or results of operations |
| Additionally, at least one of our major customers is based in the Pacific Rim region, which is subject to economic and political uncertainties |
| Our customers generally order products through written purchase orders as opposed to long-term supply contracts and, therefore, such customers are generally not obligated to purchase products from us for any extended period |
| Major customers also have significant leverage over us and may attempt to change the terms, including pricing and payment terms, which could have a material adverse effect on our business, financial condition or results of operations |
| This risk is increased due to the potential for some of these customers to merge with or acquire one or more of our other customers |
| As our OEM customers are pressured to reduce prices as a result of competitive factors, we may be required to contractually commit to price reductions for our products before we know how, or if, cost reductions can be obtained |
| If we are unable to achieve such cost reductions, our gross margins could decline and such decline could have a material adverse effect on our business, financial condition or results of operations |
| Our business may be subject to seasonal fluctuations and uneven sales patterns in the future |
| Many of our OEM customers experience seasonality and uneven sales patterns in their businesses |
| For example, some of our customers close a disproportionate percentage of their sales transactions in the last month, weeks and days of each quarter; and some customers experience spikes in sales during the fourth calendar quarter of each year |
| Since a large percentage of our products are sold to OEM customers who experience seasonal fluctuations and uneven sales patterns in their businesses, we could continue to experience similar seasonality and uneven sales patterns |
| In addition, as our customers increasingly require us to maintain products at hub locations near their facilities, it becomes easier for our customers to order products with very short lead times, which makes it increasingly difficult for us to predict sales trends |
| In addition, our quarterly fiscal periods often do not correspond with the fiscal quarters of our customers, and this may result in uneven sales patterns between quarters |
| It is difficult for us to evaluate the degree to which the seasonality and uneven sales patterns of our OEM customers may affect our business in the future because the historical growth of our business may have lessened the effects of this seasonality and these uneven sales patterns on our business in the past |
| 10 _________________________________________________________________ [53]Table of Contents Competition within our product markets is intense and includes various established competitors |
| The markets for our products are highly competitive and are characterized by short product life cycles, price erosion, rapidly changing technology, frequent product performance improvements and evolving industry standards |
| In the Fibre Channel HBA market, we compete primarily with Emulex Corporation |
| In the iSCSI HBA market, we compete primarily with Broadcom Corporation |
| and McDATA Corporation |
| In the InfiniBand HCA market, we compete primarily with Mellanox Technologies Ltd |
| We may also compete with some of our computer and storage systems customers, some of which have the capability to develop integrated circuits for use in their own products |
| We need to continue to develop products appropriate to our markets to remain competitive as our competitors continue to introduce products with improved performance characteristics |
| While we continue to devote significant resources to research and development, these efforts may not be successful or competitive products may not be developed and introduced in a timely manner |
| Further, several of our competitors have greater resources devoted to securing semiconductor foundry capacity because of long-term agreements regarding supply flow, equity or financing agreements or direct ownership of a foundry |
| In addition, while relatively few competitors offer a full range of SAN and server interconnect products, additional domestic and foreign manufacturers may increase their presence in these markets |
| We may not be able to compete successfully against these or other competitors |
| If we are unable to design, develop or introduce competitive new products on a timely basis, our future operating results will be materially and adversely affected |
| We expect the pricing of our products to continue to decline, which could reduce our revenues, gross margins and profitability |
| We expect the average unit prices of our products (on a product to product comparison basis) to decline in the future as a result of competitive pricing pressures, increased sales discounts, new product introductions by us or our competitors, or other factors |
| If we are unable to offset these factors by increasing sales volumes, or reducing product manufacturing costs, our total revenues and gross margins may decline |
| In addition, to maintain our gross margins we must maintain or increase current shipment volumes, develop and introduce new products and product enhancements, and we must continue to reduce the manufacturing cost of our products |
| Moreover, most of our expenses are fixed in the short-term or incurred in advance of receipt of corresponding revenue |
| If this occurs, our operating results and gross margins may be below our expectations and the expectations of investors and stock market analysts, and our stock price could be negatively affected |
| Our distributors may not adequately distribute our products and their reseller customers may purchase products from our competitors, which could negatively affect our operations |
| Our distributors generally offer a diverse array of products from several different manufacturers and suppliers |
| Accordingly, we are at risk that these distributors may give higher priority to selling products from other suppliers, thus reducing their efforts to sell our products |
| A reduction in sales efforts by our current distributors could materially and adversely impact our business or operating results |
| In addition, if we decrease our distributor-incentive programs (ie, competitive pricing and rebates), our distributors may temporarily decrease the amounts of product purchased from us |
| This could result in a change of business habits, and distributors may decide to decrease the amount of product held and reduce their inventory levels, which could impact availability of our products to their customers |
| As a result of the aforementioned factors regarding our distributors or other unrelated factors, the reseller customers of our distributors could decide to purchase products developed and manufactured by our competitors |
| Any loss of demand for our products by value-added resellers and system integrators could have a material adverse effect on our business or operating results |
| 11 _________________________________________________________________ [54]Table of Contents We are dependent on sole source and limited source suppliers for certain key components |
| We purchase certain key components used in the manufacture of our products from single or limited sources |
| We purchase application specific integrated circuits, or ASICs, from a single source, and we purchase microprocessors, certain connectors, logic chips, power supplies and programmable logic devices from limited sources |
| We use forecasts based on anticipated product orders to determine our component requirements |
| If we overestimate component requirements, we may have excess inventory, which would increase our costs |
| If we underestimate component requirements, we may have inadequate inventory, which could interrupt the manufacturing process and result in lost or deferred revenue |
| In addition, lead times for components vary significantly and depend on factors such as the specific supplier, contract terms and demand for a component at a given time |
| We also may experience shortages of certain components from time to time, which could also delay the manufacturing processes |
| We depend on our relationships with silicon chip suppliers and other subcontractors, and a loss of any of these relationships may lead to unpredictable consequences that may harm our results of operations if alternative supply sources are not available |
| We currently rely on multiple foundries to manufacture our semiconductor products either in finished form or wafer form |
| We generally conduct business with these foundries through written purchase orders as opposed to long-term supply contracts |
| Therefore, these foundries are generally not obligated to supply products to us for any specific period, in any specific quantity or at any specific price, except as may be provided in a particular purchase order |
| If a foundry terminates its relationship with us or if our supply from a foundry is otherwise interrupted, we may not have a sufficient amount of time to replace the supply of products manufactured by that foundry |
| Historically, there have been periods when there has been a worldwide shortage of advanced process technology foundry capacity |
| The manufacture of semiconductor devices is subject to a wide variety of factors, including the availability of raw materials, the level of contaminants in the manufacturing environment, impurities in the materials used and the performance of personnel and equipment |
| We are continuously evaluating potential new sources of supply |
| However, the qualification process and the production ramp-up for additional foundries have in the past taken, and could in the future take, longer than anticipated |
| New supply sources may not be able or willing to satisfy our silicon chip requirements on a timely basis or at acceptable quality or unit prices |
| We have not developed alternate sources of supply for some of our products |
| For example, our integrated single chip Fibre Channel controller is manufactured by LSI Logic and integrates LSI Logic’s transceiver technology |
| In the event that LSI Logic is unable or unwilling to satisfy our requirements for this technology, our marketing efforts related to Fibre Channel products would be delayed and, as such, our results of operations could be materially and adversely affected |
| The requirement that a customer perform additional product qualifications, or a customer’s inability to obtain a sufficient supply of products from us, may cause that customer to satisfy its product requirements from our competitors |
| Constraints or delays in the supply of our products, due to capacity constraints, unexpected disruptions at foundries or with our subcontractors, delays in obtaining additional production at the existing foundries or in obtaining production from new foundries, shortages of raw materials or other reasons, could result in the loss of customers and have a material adverse effect on our results of operations |
| Our products are complex and may contain undetected software or hardware errors that could lead to an increase in our costs, reduce our net revenues or damage our reputation |
| Our products are complex and may contain undetected software or hardware errors when first introduced or as newer versions are released |
| We are also exposed to risks associated with latent defects in existing products |
| From time to time, we have found errors in existing, new or enhanced products |
| The occurrence of hardware or software errors could adversely affect the sales of our products, cause us to incur significant 12 _________________________________________________________________ [55]Table of Contents warranty and repair costs, divert the attention of our engineering personnel from our product development efforts and cause significant customer relations problems |
| The migration of our customers toward new products may result in fluctuations of our operating results |
| As new or enhanced products are introduced, including the transition from 2Gb to 4Gb Fibre Channel products, we must successfully manage the transition from older products in order to minimize the effects of product inventories that may become excess and obsolete, as well as ensure that sufficient supplies of new products can be delivered to meet customer demands |
| Our failure to manage the transition to newer products in the future or to develop and successfully introduce new products and product enhancements could adversely affect our business or financial results |
| When we introduce new products and product enhancements, we face risks relating to product transitions, including risks relating to forecasting demand, as well as possible product and software defects |
| Any such adverse events could have a material adverse effect on our business, financial condition or results of operations |
| Historically, the electronics industry has developed higher performance ASICs, which create chip level solutions that replace selected board level or box level solutions at a significantly lower average selling price |
| We have previously offered ASICs to customers for certain applications that have effectively resulted in a lower-priced solution when compared to an HBA solution |
| This transition to ASICs may also occur with respect to other current and future products |
| The result of this transition may have an adverse effect on our business, financial condition or results of operations |
| In the future, a similar adverse effect to our business could occur if there were rapid shifts in customer purchases from our midrange server and storage solutions to products for the small and medium-sized business market |
| If our internal control over financial reporting does not comply with the requirements of the Sarbanes-Oxley Act, our business and stock price could be adversely affected |
| Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate periodically the effectiveness of our internal control over financial reporting, and to include a management report assessing the effectiveness of our internal controls as of the end of each fiscal year |
| Section 404 also requires our independent registered public accounting firm to attest to, and report on, management’s assessment of our internal control over financial reporting |
| Our management does not expect that our internal control over financial reporting will prevent all errors or frauds |
| A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met |
| Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs |
| Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, involving us have been, or will be, detected |
| These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes |
| Controls can also be circumvented by individual acts of a person, or by collusion among two or more people, or by management override of the controls |
| The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions |
| Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures |
| Because of the inherent limitations in a cost-effective control system, misstatements due to errors or frauds may occur and not be detected |
| Our management has evaluated the effectiveness of our internal control over financial reporting |
| Based on that evaluation, our management has determined that our internal control over financial reporting was effective as of April 2, 2006 and that there was no change in our internal control over financial reporting during our quarter ended April 2, 2006 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting |
| However, we cannot assure you that we or our independent registered public accounting firm will not identify a material weakness in our internal controls in the future |
| A material weakness in our internal control over financial reporting would require management and our independent 13 _________________________________________________________________ [56]Table of Contents registered public accounting firm to evaluate our internal controls as ineffective |
| If our internal control over financial reporting is not considered adequate, we may experience a loss of public confidence, which could have an adverse effect on our business and our stock price |
| Environmental compliance costs could adversely affect our net income |
| Many of our products are subject to various laws governing chemical substances in products, including those regulating the manufacture and distribution of chemical substances and those restricting the presence of certain substances in electronic products |
| We could incur substantial costs, or our products could be enjoined from entering certain countries, if our products become non-compliant with environmental laws |
| We face increasing complexity in our product design and procurement operations as we adjust to new and future requirements relating to the materials composition of our products, including the restrictions on lead and certain other substances that will apply to specified electronic products put on the market in the European Union as of July 1, 2006 (Restriction of Hazardous Substances Directive, or RoHS) and similar legislation currently proposed in China |
| In addition, recycling, labeling and related requirements have already begun to apply to products we sell in Europe |
| Where necessary, we are redesigning our products to ensure that they comply with these requirements as well as related requirements imposed by our OEM customers |
| We are also working with our suppliers to provide us with compliant materials, parts and components |
| If our products do not comply with the European substance restrictions, we could become subject to fines, civil or criminal sanctions, and contract damage claims |
| In addition, we could be prohibited from shipping non-compliant products into the European Union, and required to recall and replace any products already shipped, if such products were found to be non-compliant, which would disrupt our ability to ship products and result in reduced revenue, increased obsolete or excess inventories and harm to our business and customer relationships |
| We also must successfully manage the transition to RoHS-compliant products in order to minimize the effects of product inventories that may become excess or obsolete, as well as ensure that sufficient supplies of RoHS-compliant products can be delivered to meet customer demand |
| Failure to manage this transition may adversely impact our revenues and operating results |
| Various other countries and states in the United States have issued, or are in the process of issuing, other environmental regulations that may impose additional restrictions or obligations and require further changes to our products |
| These regulations could impose a significant cost of doing business in those countries and states |
| We could also face significant costs and liabilities in connection with product take-back legislation |
| The European Union has enacted the Waste Electrical and Electronic Equipment Directive, which makes producers of electrical goods financially responsible for specified collection, recycling, treatment and disposal of past and future covered products |
| The deadline for the individual member states of the European Union to enact the directive in their respective countries was August 13, 2004 (such legislation, together with the directive, the “WEEE Legislation”) |
| Producers participating in the market became financially responsible for implementing these responsibilities beginning in August 2005 |
| Implementation in certain European Union member states has been delayed into 2006 |
| Similar legislation has been or may be enacted in other jurisdictions, including in the United States, Canada, Mexico, China and Japan, the cumulative impact of which could be significant |
| Terrorist activities and resulting military actions could adversely affect our business |
| Terrorist attacks have disrupted commerce throughout the United States and Europe |
| The continued threat of terrorism within the United States, Europe and the Pacific Rim, and the military action and heightened security measures in response to such threat, may cause significant disruption to commerce throughout the world |
| To the extent that such disruptions result in delays or cancellations of customer orders, interruptions or delays in our receipt of products from our suppliers, delays in collecting cash, a general decrease in corporate spending on information technology, or our inability to effectively market, manufacture or ship our products, our business and results of operations could be materially and adversely affected |
| We are unable to predict whether the threat of terrorism or the responses thereto will result in any long-term commercial disruptions or if such activities or responses will have any long-term material adverse effect on our business, financial condition or results of operations |
| 14 _________________________________________________________________ [57]Table of Contents Because we depend on foreign customers and suppliers, we are subject to international economic, regulatory, political and other risks that could harm our financial condition and results of operations |
| International revenues accounted for 45prca of our net revenues for fiscal 2006 |
| We expect that international revenues will continue to account for a significant percentage of our net revenues for the foreseeable future |
| In addition, a significant portion of our inventory purchases are from suppliers that are located in Pacific Rim countries |
| As a result, we are subject to several risks, which include: • a greater difficulty of administering and managing our business globally; • compliance with multiple and potentially conflicting regulatory requirements, such as export requirements, tariffs and other barriers; • differences in intellectual property protections; • potentially longer accounts receivable cycles; • currency fluctuations; • export control restrictions; • overlapping or differing tax structures; • political and economic instability; and • general trade restrictions |
| Our international sales are invoiced in US dollars and, accordingly, if the relative value of the US dollar in comparison to the currency of our foreign customers should increase, the resulting effective price increase of our products to such foreign customers could result in decreased sales |
| There can be no assurance that any of the foregoing factors will not have a material adverse effect on our business, financial condition or results of operations |
| Moreover, in many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by regulations applicable to us, such as the Foreign Corrupt Practices Act |
| Although we implement policies and procedures designed to ensure compliance with these laws, our employees, contractors and agents, as well as those companies to which we outsource certain of our business operations, may take actions in violation of our policies |
| Any such violation, even if prohibited by our policies, could have a material adverse effect on our business |
| We may engage in mergers, acquisitions and strategic investments and these activities may adversely affect our results of operations and stock price |
| Our future growth may depend in part on our ability to identify and acquire complementary businesses, technologies or product lines that are compatible with ours |
| Mergers and acquisitions involve numerous risks, including: • uncertainties in identifying and pursuing target companies; • difficulties in the assimilation of the operations, technologies and products of the acquired companies; • the existence of unknown defects in acquired companies’ products or assets that may not be identified due to the inherent limitations involved in the due diligence process of an acquisition; • the diversion of management’s attention from other business concerns; • the failure of markets for the products of acquired companies to develop as expected; • risks associated with entering markets or conducting operations with which we have no or limited direct prior experience; • risks associated with assuming the legal obligations of acquired companies; 15 _________________________________________________________________ [58]Table of Contents • risks related to the effect that acquired companies’ internal control processes might have on our financial reporting and management’s report on our internal control over financial reporting; • the potential loss of current customers or failure to retain acquired companies’ customers; • the potential loss of key employees of acquired companies; and • the incurrence of significant exit charges if products acquired in business combinations are unsuccessful |
| Further, we may never realize the perceived benefits of a business combination |
| Future acquisitions by us could dilute stockholders’ investment and cause us to incur debt, contingent liabilities and amortization/impairment charges related to intangible assets, all of which could materially and adversely affect our financial position or results of operations |
| We have made, and could make in the future, investments in technology companies, including privately held companies in a development stage |
| Many of these private equity investments are inherently risky because the companies’ businesses may never develop, and we may incur losses related to these investments |
| In addition, we may be required to write down the carrying value of these investments to reflect other than temporary declines in their value, which could have a materially adverse effect on our financial position and results of operations |
| If we are unable to attract and retain key personnel, we may not be able to sustain or grow our business |
| Our future success largely depends on our key engineering, sales, marketing and executive personnel, including highly skilled semiconductor design personnel and software developers |
| If we lose the services of key personnel or fail to hire personnel for key positions, our business would be adversely affected |
| We believe that the market for key personnel in the industries in which we compete is highly competitive |
| In particular, periodically we have experienced difficulty in attracting and retaining qualified engineers and other technical personnel and anticipate that competition for such personnel will increase in the future |
| We may not be able to attract and retain key personnel with the skills and expertise necessary to develop new products in the future or to manage our business, both in the United States and abroad |
| Beginning with fiscal 2007, we are required to recognize compensation expense related to employee stock options and our employee stock purchase plan |
| There is no assurance that the expense that we are required to recognize measures accurately the value of our share-based payment awards, and the recognition of this expense could cause the trading price of our common stock to decline |
| Effective as of the beginning of the first quarter of fiscal 2007, we are required to adopt Statement of Financial Accounting Standards (SFAS) Nodtta 123R, “Share-Based Payment,” which requires the measurement and recognition of compensation expense for all stock-based compensation based on estimated fair values |
| As a result, starting with fiscal 2007, our operating results will contain a charge for stock-based compensation expense related to employee stock options and our employee stock purchase plan |
| This charge is in addition to stock-based compensation expense we have recognized in prior periods related to acquisitions and investments |
| The application of SFAS Nodtta 123R generally requires the use of an option-pricing model to determine the fair value of share-based payment awards |
| This determination of fair value is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables |
| These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors |
| Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable |
| Because our employee stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in management’s opinion the existing valuation models may not provide an accurate measure of the fair value of our employee stock options |
| Although the fair value of employee stock options is determined in accordance with SFAS Nodtta 123R and Staff Accounting Bulletin Nodtta 107 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction |
| 16 _________________________________________________________________ [59]Table of Contents As a result of the adoption of SFAS Nodtta 123R, beginning with fiscal 2007, our earnings will be lower than they would have been had we not been required to adopt SFAS Nodtta 123R This will continue to be the case for future periods |
| We cannot predict the effect that this adverse impact on our reported operating results will have on the trading price of our common stock |
| Decreased effectiveness of equity compensation could adversely affect our ability to attract and retain employees |
| We have historically used stock options and other forms of equity-related compensation as key components of our total rewards employee compensation program in order to align employees’ interests with the interests of our stockholders, encourage employee retention, and provide competitive compensation packages |
| In recent periods, many of our employee stock options have had exercise prices in excess of our stock price, which reduces their value to employees and could affect our ability to retain or attract present and prospective employees |
| As a result of our adoption of SFAS Nodtta 123R in the first quarter of fiscal 2007, the use of stock options and other stock-based awards to attract and retain employees may be limited |
| Moreover, applicable stock exchange listing standards relating to obtaining stockholder approval of equity compensation plans could make it more difficult or expensive for us to grant stock-based awards to employees in the future, which may result in changes in our equity compensation strategy |
| These and other developments relating to the provision of equity compensation to employees could make it more difficult to attract, retain and motivate employees |
| We may experience difficulties in transitioning to smaller geometry process technologies |
| We expect to continue to transition our semiconductor products to increasingly smaller line width geometries |
| This transition requires us to modify the manufacturing processes for our products and to redesign some products as well as standard cells and other integrated circuit designs that we may use in multiple products |
| We periodically evaluate the benefits, on a product by product basis, of migrating to smaller geometry process technologies |
| Currently, most of our products are manufactured in 0dtta25, 0dtta18 and 0dtta13 micron geometry processes |
| In the past, we have experienced some difficulties in shifting to smaller geometry process technologies or new manufacturing processes, which resulted in reduced manufacturing yields, delays in product deliveries and increased expenses |
| We may face similar difficulties, delays and expenses as we continue to transition our products to smaller geometry processes |
| Our proprietary rights may be inadequately protected and difficult to enforce |
| Although we have patent protection on certain aspects of our technology in some jurisdictions, we rely primarily on trade secrets, copyrights and contractual provisions to protect our proprietary rights |
| There can be no assurance that these protections will be adequate to protect our proprietary rights, that others will not independently develop or otherwise acquire equivalent or superior technology or that we can maintain such technology as trade secrets |
| There also can be no assurance that any patents we possess will not be invalidated, circumvented or challenged |
| In addition, the laws of certain countries in which our products are or may be developed, manufactured or sold, including various countries in Asia, may not protect our products and intellectual property rights to the same extent as the laws of the United States or at all |
| If we fail to protect our intellectual property rights, our business would be negatively impacted |
| Disputes relating to claimed infringement of intellectual property rights may adversely affect our business |
| We have received notices of claimed infringement of intellectual property rights in the past and have been involved in intellectual property litigation in the past |
| There can be no assurance that third parties will not assert future claims of infringement of intellectual property rights against us with respect to existing and future products |
| In addition, individuals and groups have begun purchasing intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies such as us |
| Although patent and intellectual property disputes may be settled through licensing or similar arrangements, 17 _________________________________________________________________ [60]Table of Contents costs associated with these arrangements may be substantial and the necessary licenses or similar arrangements may not be available to us on satisfactory terms or at all |
| As a result, we could be prevented from manufacturing and selling some of our products |
| In addition, if we litigate these kinds of claims, the litigation could be expensive and time consuming and could divert management’s attention from other matters |
| Our business could suffer regardless of the outcome of the litigation |
| Our supply of silicon chips and other components can also be interrupted by intellectual property infringement claims against our suppliers |
| Unavailability of third-party licenses could adversely affect our business |
| Many of our products are designed to include software or other intellectual property licensed from third parties |
| It may be necessary in the future to seek or renew licenses relating to various aspects of these products |
| There can be no assurance that necessary licenses will be available on acceptable terms, if at all |
| The inability to obtain certain licenses or to obtain such licenses on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse impact on our business, operating results and financial condition |
| If we fail to carefully manage the use of “open source” software in our products, we may be required to license key portions of our products on a royalty free basis or expose key parts of source code |
| Certain of our software (as well as that of our customers) may be derived from so-called “open source” software that is generally made available to the public by its authors and/or other third parties |
| Such open source software is often made available to us under licenses, such as the GNU General Public License, or GPL, which impose certain obligations on us in the event we were to distribute derivative works of the open source software |
| These obligations may require us to make source code for the derivative works available to the public, and/or license such derivative works under a particular type of license, rather than the forms of licenses customarily used to protect our intellectual property |
| In the event the copyright holder of any open source software were to successfully establish in court that we had not complied with the terms of a license for a particular work, we could be required to release the source code of that work to the public and/or stop distribution of that work |
| Unanticipated changes in our tax provisions or adverse outcomes resulting from examination of our income tax returns could adversely affect our net income |
| We are subject to income taxes in the United States and various foreign jurisdictions |
| Our effective tax rates have recently been and could in the future be adversely affected by changes in tax laws or interpretations thereof, by changes in the mix of earnings in countries with differing statutory tax rates, by discovery of new information in the course of our tax return preparation process, or by changes in the valuation of our deferred tax assets and liabilities |
| Our effective tax rates are also affected by intercompany transactions for licenses, services, funding and other items |
| Additionally, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities which may result in the assessment of additional taxes |
| We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes |
| However, there can be no assurance that the outcomes from these continuous examinations will not have a material adverse effect on our financial condition or results of operations |
| In July 2005, the Financial Accounting Standards Board (FASB) issued an Exposure Draft of a proposed Interpretation “Accounting for Uncertain Tax Positions — an interpretation of FASB Statement Nodtta 109 |
| ” The proposed Interpretation proposes changes to the current accounting for uncertain tax positions |
| While we cannot predict with certainty the rules in the final Interpretation, there is risk that the final Interpretation could result in a cumulative effect charge to earnings upon adoption, increases in future effective tax rates or increases in future interperiod effective tax rate volatility |
| 18 _________________________________________________________________ [61]Table of Contents Computer viruses and other forms of tampering with our computer systems or servers may disrupt our operations and adversely affect net income |
| Despite our implementation of network security measures, our servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems |
| Any such event could have a material adverse effect on our business, operating results or financial condition |
| Our certificate of incorporation, bylaws and stockholder rights plan may discourage companies from acquiring us and offering our stockholders a premium for their stock |
| Pursuant to our certificate of incorporation, our board of directors is authorized to approve the issuance of shares of currently undesignated preferred stock without any vote or future action by the stockholders |
| Pursuant to this authority, in June 1996, our board of directors adopted a stockholder rights plan and declared a dividend of a right to purchase preferred stock for each outstanding share of our common stock |
| After adjustment for stock splits, our common stock now carries one-sixteenth of a preferred stock purchase right per share |
| The stockholder rights plan may have the effect of delaying, deferring or preventing a change in control of our stock |
| This may discourage bids for our common stock at a premium over the market price of the common stock and may adversely affect the market price of the common stock |
| The stockholder rights plan expires on June 4, 2006 |
| Our facilities and the facilities of our suppliers and customers are located in regions that are subject to natural disasters |
| Our California facilities, including our principal executive offices, our principal design facilities and our critical business operations are located near major earthquake faults |
| We are not specifically insured for earthquakes, or other natural disasters |
| Any personal injury or damage to the facilities as a result of such occurrences could have a material adverse effect on our business, results of operations or financial condition |
| Additionally, some of our products are manufactured or sold in regions which have historically experienced natural disasters |
| Any earthquake or other natural disaster, including a hurricane or tsunami, affecting a country in which our products are manufactured or sold could adversely affect our results of operations |