e6vk
\
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
February 3, 2006
INFINEON TECHNOLOGIES AG
Am Campeon 1-12
D-85579 Neubiberg/Munich
Federal Republic of Germany
Tel: +49-89-234-0
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-___.
This
Report on Form 6-K dated February 3, 2006 contains the quarterly report of Infineon
Technologies AG for the Companys first quarter of financial year 2006.
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.
|
|
|
|
|
|
INFINEON TECHNOLOGIES AG
|
|
Date: February 3, 2006 |
By: |
/s/ Wolfgang Ziebart
|
|
|
|
Dr. Wolfgang Ziebart |
|
|
|
Member of the Management Board
and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Peter J. Fischl
|
|
|
|
Peter J. Fischl |
|
|
|
Member of the Management Board
and Chief Financial Officer |
|
|
INFINEON TECHNOLOGIES AG
QUARTERLY REPORT
FOR THE THREE MONTHS ENDED
DECEMBER 31, 2005
INDEX
|
|
|
|
|
|
|
|
Page | |
|
|
| |
|
|
|
1 |
|
Condensed Consolidated
Financial Statements (Unaudited) for the three months ended
December 31, 2004 and 2005:
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
5 |
|
|
|
|
|
6 |
|
|
|
|
|
7 |
|
|
|
|
|
8 |
|
|
|
|
26 |
|
i
OVERVIEW OF FINANCIAL RESULTS
First Quarter of the 2006 Financial Year
|
|
|
|
|
First quarter revenues were Euro 1.67 billion, down
3 percent sequentially, reflecting decreased revenues in
the Memory Products segment, mainly due to a significant
decrease in average selling prices. |
|
|
|
First quarter EBIT loss increased to Euro 122 million
from an EBIT loss of Euro 43 million in the prior quarter.
This primarily reflects an EBIT decrease in the Memory Products
segment as a result of the strong decline in average selling
prices. Combined, the logic segments posted positive EBIT. |
|
|
|
Net loss in the first quarter was Euro 183 million
compared to a net loss of Euro 100 million in the prior
quarter. |
For the first quarter of the 2006 financial year, Infineon
Technologies AG reported revenues of
Euro 1,674 million, a decrease of 3 percent
sequentially and 8 percent year-on-year. The sequential
decrease in revenues was primarily driven by a strong decrease
in average selling prices of DDR2 memories in the Memory
Products segment. Revenues increased sequentially in the
Automotive, Industrial and Multimarket and Communication
segments.
The EBIT loss in the first quarter of the 2006 financial
year increased sequentially to Euro 122 million from Euro
43 million in the prior quarter, driven primarily by weaker
results in the Memory Products segment as a consequence of the
strong decrease in average selling prices and higher
cost-per-bit. EBIT in the Automotive, Industrial and Multimarket
segment increased significantly quarter-over-quarter mainly due
to higher EBIT in the automotive business and a reduced EBIT
loss in the security and chip-card business. In the
companys Communication segment, EBIT loss decreased
significantly in part as a result of impairment charges of Euro
14 million incurred in the prior quarter that did not recur
in the first quarter of the 2006 financial year. In addition,
the Communication segments EBIT loss was positively
influenced by increased sales and a further optimization of
research and development expenditures.
Net loss amounted to Euro 183 million in the first
quarter of the 2006 financial year, compared to net loss of Euro
100 million in the previous quarter and net income of Euro
142 million in the same quarter last year.
Basic and diluted loss per share increased to Euro 0.25
in the first quarter of the 2006 financial year from Euro 0.14
in the previous quarter, and earnings per share of Euro 0.19 in
the same quarter last year.
Business Groups 2006 First Quarter Performance and
Outlook
Infineon began to report its results of operations in accordance
with its new organizational structure during the second quarter
of the 2005 financial year. The former mobile business and the
Wireline Communication segment were combined into the new
Communication segment to align the companys structure with
market developments. At the same time, the companys
security and chip-card activities and the ASIC & Design
Solutions business were integrated into the extended Automotive,
Industrial and Multimarket segment. The results of operations of
all periods presented have been reclassified to be consistent
with the revised reporting structure and presentation, as well
as to facilitate analysis of current and future operating
segment information.
Revenues
Segment revenue developments during the first quarter of the
2006 financial year as compared to the previous quarter and the
first quarter of the 2005 financial year were as follows:
The Automotive, Industrial and Multimarket segments
first quarter revenues were Euro 652 million, increasing
4 percent sequentially and 3 percent
year-on-year. The
sequential increase resulted primarily from increased sales in
the automotive business, in particular in automotive power
products, and typically high seasonal sales in power management
semiconductors and the ASIC & Design Solutions
business. In the security and
chip-card business,
revenues decreased, as anticipated, mainly due to continued
strong price declines.
1
|
|
|
Net Sales by Segments for the
First Quarter of the Financial Year
(in million Euro)
|
|
Communications
revenues increased sequentially to Euro 334 million in the
first quarter, up 1 percent from the previous quarter, but
decreased by 19 percent year-on-year. The slight sequential
increase in revenues was primarily due to strength in demand for
radio- frequency transceiver and broadband-access solutions.
The Memory Products
segments first quarter revenues were Euro
678 million, a decrease of 12 percent sequentially and
11 percent year-on-year. The sequentially decrease in
revenues was mainly caused by a strong decrease in average
selling prices of DDR2 memories, to which Infineon has a
relatively high exposure. In addition, the company deliberately
limited shipments of DDR2 products as a reaction to the
considerable price decline and weak demand.
First quarter revenues in the
Other Operating Segments were Euro 2 million,
unchanged from the prior quarter. Revenues were Euro
3 million in the same quarter last year.
|
Earnings
EBIT developments during the first quarter of the 2006
financial year as compared to the previous quarter and the first
quarter of the 2005 financial year were as follows:
The Automotive, Industrial and Multimarket segments
first quarter EBIT increased to Euro 51 million from Euro
27 million in the previous quarter and Euro 48 million
in the same quarter last year. The significant
quarter-over-quarter increase was driven mainly by increased
EBIT in the automotive business and cost management measures.
Despite continued price declines, the EBIT loss in the security
and chip-card business decreased due to a reduction of fixed
costs, improved cost structure and product mix.
The Communication segments EBIT loss decreased to
Euro 21 million during the first quarter from Euro
46 million in the previous quarter, but slightly increased
from a loss of Euro 19 million in the same quarter last
year. The sequential EBIT loss decrease was due to impairment
charges of Euro 14 million incurred in the prior quarter
that did not recur in the first quarter of the 2006 financial
year. In addition, the segments EBIT loss was positively
influenced by slightly higher sales, in particular in
radio-frequency transceivers and broadband access devices, and a
further optimization of research and development expenditures.
The companys wireline broadband-access business continued
to contribute positive EBIT results in the first quarter.
The Memory Products segments first quarter EBIT
results decreased to a loss of Euro 118 million from
positive Euro 34 million in the previous quarter and
positive Euro 196 million in the same quarter last year.
The significant
quarter-over-quarter
decrease resulted from a strong decrease in average selling
prices. Furthermore, the segment increased research and
development expenses and incurred higher manufacturing costs
associated with the
ramp-up of the
production facility in Richmond and product diversification.
Other Operating Segments first quarter EBIT results
were at a break-even
level, compared to EBIT losses of Euro 12 million in the
prior quarter and Euro 2 million in the same quarter last
year. The sequential EBIT improvement resulted mainly from the
non-recurrence of impairment charges of
Euro 10 million incurred in the fourth quarter of the
2005 financial year.
In Corporate and Reconciliation, EBIT loss in the first
quarter decreased to Euro 34 million from Euro
46 million in the prior quarter, but increased from a loss
of Euro 12 million in the same quarter last year. During
the first quarter, Infineon began to expense the cost of
share-based compensation, which aggregated to Euro
7 million. Previous quarter EBIT had been negatively
impacted by charges resulting
2
primarily from the restructuring activities in connection with
the planned phase-out of production at the Munich-Perlach
facility.
Expenses
Expenditures for Research and Development in the first
quarter totaled Euro 311 million, increasing sequentially
from Euro 290 million, primarily due to an increase in
research and development expenses in the Memory Products
segment. As a percentage of revenues, research and development
expenses increased sequentially to 19 percent of revenues
from 17 percent of revenues.
Expenses for SG&A (Selling, General &
Administrative) in the first quarter remained relatively
unchanged at Euro 173 million or 10 percent of
revenues, in comparison to Euro 172 million or
10 percent of revenues in the prior quarter.
Liquidity
Free cash flow, representing cash flows from operating
and investing activities excluding purchases or sales of
marketable securities, decreased significantly in the first
quarter of the 2006 financial year to a net outflow of Euro
175 million from a net outflow of Euro 15 million in
the previous quarter. The primary reason for the decrease was
lower cash flows provided by operating activities, which
decreased from Euro 250 million in the previous quarter to
Euro 102 million in the first quarter of the 2006 financial
year. Gross cash position as of December 31, 2005,
representing cash and cash equivalents and marketable
securities, decreased sequentially from Euro 2.0 billion to
Euro 1.9 billion. In addition, net cash position,
defined as gross cash position less short and long-term debt,
decreased sequentially from Euro 341 million to Euro
161 million as of the end of the first quarter of the 2006
financial year.
Outlook for the Second Quarter of the 2006 Financial Year
Infineon expects the Automotive, Industrial and
Multimarket segments revenues to increase slightly in
the second quarter of the 2006 financial year, and anticipates a
decline in EBIT compared to the first quarter. The company
expects increased revenues in its automotive and security and
chip-card businesses, but a seasonal decline in demand for
industrial semiconductors. The EBIT decline in the second
quarter is expected to be primarily driven by a planned increase
in research and development expenses for automotive as well as a
seasonal decline in the industrial power management and ASIC
& Design Solutions businesses, which are to some extent
related to the computing and consumer segment. In addition, the
segments EBIT will continue to be impacted by planned
expenses for the
phase-out of production
at the Munich-Perlach facility and by increasing
start-up costs for the
new production site in Kulim, Malaysia.
In the second quarter of the 2006 financial year, the company
expects revenues of its Communication segment to decline
compared to the first quarter due to seasonal weakness in the
wireless industry. The company expects the segments EBIT
loss to increase in the second quarter, as previously
implemented improvements of cost structures leave operating
results to be driven predominantly by revenue development.
In its Memory Products segment, Infineon expects to
increase its bit production by more than 20 percent based
on additional capacities at its
300-millimeter
production facility in Richmond and from silicon foundries in
the second quarter of the 2006 financial year. The company also
anticipates higher bit shipments than in the first quarter.
3
Infineon Technologies AG and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
For the three months ended December 31, 2004 and 2005
(in millions, except for per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
December 31, | |
|
December 31, | |
|
|
|
|
2004 | |
|
2005 | |
|
2005 | |
|
|
|
|
|
( millions) | |
|
( millions) | |
|
($ millions) | |
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
1,535 |
|
|
|
1,495 |
|
|
|
1,770 |
|
|
|
|
Related parties
|
|
|
281 |
|
|
|
179 |
|
|
|
212 |
|
|
|
|
Total net sales
|
|
|
1,816 |
|
|
|
1,674 |
|
|
|
1,982 |
|
|
|
|
Cost of goods sold
|
|
|
1,115 |
|
|
|
1,350 |
|
|
|
1,598 |
|
|
|
|
Gross profit
|
|
|
701 |
|
|
|
324 |
|
|
|
384 |
|
|
|
|
Research and development expenses
|
|
|
329 |
|
|
|
311 |
|
|
|
369 |
|
|
|
Selling, general and administrative
expenses
|
|
|
162 |
|
|
|
173 |
|
|
|
205 |
|
|
|
Restructuring charges
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
|
|
Other operating income, net
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
214 |
|
|
|
(162 |
) |
|
|
(192 |
) |
|
|
|
Interest income (expense), net
|
|
|
5 |
|
|
|
(21 |
) |
|
|
(24 |
) |
|
|
Equity in earnings (losses) of
associated companies, net
|
|
|
1 |
|
|
|
17 |
|
|
|
20 |
|
|
|
Other non-operating
(expense) income, net
|
|
|
(10 |
) |
|
|
24 |
|
|
|
28 |
|
|
|
Minority interests
|
|
|
6 |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
Income (loss) before income
taxes
|
|
|
216 |
|
|
|
(143 |
) |
|
|
(169 |
) |
|
|
|
Income tax expense
|
|
|
(74 |
) |
|
|
(40 |
) |
|
|
(48 |
) |
|
|
|
Net income (loss)
|
|
|
142 |
|
|
|
(183 |
) |
|
|
(217 |
) |
|
|
|
Basic and diluted earnings
(loss) per share
|
|
|
0.19 |
|
|
|
(0.25 |
) |
|
|
(0.30 |
) |
|
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements.
4
Infineon Technologies AG and Subsidiaries
Condensed Consolidated Balance Sheets
September 30, 2005 and December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
December 31, | |
|
December 31, | |
|
|
|
|
2005 | |
|
2005 | |
|
2005 | |
|
|
|
|
|
( millions) | |
|
( millions) | |
|
($ millions) | |
|
|
|
|
|
|
(Unaudited) | |
|
(Unaudited) | |
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
1,148 |
|
|
|
1,138 |
|
|
|
1,348 |
|
|
|
|
|
Marketable securities
|
|
|
858 |
|
|
|
749 |
|
|
|
887 |
|
|
|
|
|
Trade accounts receivable, net
|
|
|
952 |
|
|
|
900 |
|
|
|
1,066 |
|
|
|
|
|
Inventories
|
|
|
1,022 |
|
|
|
1,173 |
|
|
|
1,389 |
|
|
|
|
|
Deferred income taxes
|
|
|
125 |
|
|
|
127 |
|
|
|
150 |
|
|
|
|
|
Other current assets
|
|
|
469 |
|
|
|
507 |
|
|
|
600 |
|
|
|
|
Total current assets
|
|
|
4,574 |
|
|
|
4,594 |
|
|
|
5,440 |
|
|
|
|
Property, plant and equipment, net
|
|
|
3,751 |
|
|
|
4,048 |
|
|
|
4,794 |
|
|
|
|
Long-term investments, net
|
|
|
779 |
|
|
|
566 |
|
|
|
670 |
|
|
|
|
Restricted cash
|
|
|
88 |
|
|
|
88 |
|
|
|
104 |
|
|
|
|
Deferred income taxes
|
|
|
550 |
|
|
|
522 |
|
|
|
618 |
|
|
|
|
Other assets
|
|
|
542 |
|
|
|
488 |
|
|
|
578 |
|
|
|
|
|
Total assets
|
|
|
10,284 |
|
|
|
10,306 |
|
|
|
12,204 |
|
|
|
|
Liabilities and shareholders
equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt and current
maturities
|
|
|
99 |
|
|
|
99 |
|
|
|
117 |
|
|
|
|
|
Trade accounts payable
|
|
|
1,069 |
|
|
|
1,125 |
|
|
|
1,332 |
|
|
|
|
|
Accrued liabilities
|
|
|
497 |
|
|
|
533 |
|
|
|
631 |
|
|
|
|
|
Deferred income taxes
|
|
|
17 |
|
|
|
23 |
|
|
|
27 |
|
|
|
|
|
Other current liabilities
|
|
|
700 |
|
|
|
623 |
|
|
|
738 |
|
|
|
|
Total current liabilities
|
|
|
2,382 |
|
|
|
2,403 |
|
|
|
2,845 |
|
|
|
|
Long-term debt
|
|
|
1,566 |
|
|
|
1,627 |
|
|
|
1,927 |
|
|
|
Deferred income taxes
|
|
|
65 |
|
|
|
53 |
|
|
|
63 |
|
|
|
Other liabilities
|
|
|
642 |
|
|
|
785 |
|
|
|
929 |
|
|
|
|
Total liabilities
|
|
|
4,655 |
|
|
|
4,868 |
|
|
|
5,764 |
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary share capital
|
|
|
1,495 |
|
|
|
1,495 |
|
|
|
1,770 |
|
|
|
|
|
Additional paid-in capital
|
|
|
5,800 |
|
|
|
5,807 |
|
|
|
6,877 |
|
|
|
|
|
Accumulated deficit
|
|
|
(1,512 |
) |
|
|
(1,695 |
) |
|
|
(2,007 |
) |
|
|
|
|
Accumulated other comprehensive loss
|
|
|
(154 |
) |
|
|
(169 |
) |
|
|
(200 |
) |
|
|
|
Total shareholders equity
|
|
|
5,629 |
|
|
|
5,438 |
|
|
|
6,440 |
|
|
|
|
Total liabilities and
shareholders equity
|
|
|
10,284 |
|
|
|
10,306 |
|
|
|
12,204 |
|
|
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements.
5
Infineon Technologies AG and Subsidiaries
Condensed Consolidated Statements of Shareholders
Equity (Unaudited)
for the three months ended December 31, 2004 and 2005
(in millions, except for share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Unrealized | |
|
|
|
|
Issued | |
|
|
|
Foreign | |
|
Additional | |
|
|
|
gain/(loss) | |
|
|
|
|
Ordinary shares | |
|
Additional | |
|
|
|
currency | |
|
minimum | |
|
Unrealized | |
|
on cash | |
|
|
|
|
| |
|
paid-in | |
|
Accumulated | |
|
translation | |
|
pension | |
|
gain on | |
|
flow | |
|
|
|
|
Shares | |
|
Amount | |
|
capital | |
|
deficit | |
|
adjustment | |
|
liability | |
|
securities | |
|
hedge | |
|
Total | |
|
|
| |
Balance as of October 1, 2004
|
|
|
747,559,859 |
|
|
|
1,495 |
|
|
|
5,800 |
|
|
|
(1,200 |
) |
|
|
(122 |
) |
|
|
|
|
|
|
4 |
|
|
|
1 |
|
|
|
5,978 |
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142 |
|
Other comprehensive
(loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(36 |
) |
|
|
|
|
|
|
3 |
|
|
|
(8 |
) |
|
|
(41 |
) |
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 |
|
|
Issuance of ordinary shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
3,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2004
|
|
|
747,563,359 |
|
|
|
1,495 |
|
|
|
5,800 |
|
|
|
(1,058 |
) |
|
|
(158 |
) |
|
|
|
|
|
|
7 |
|
|
|
(7 |
) |
|
|
6,079 |
|
|
|
Balance as of October 1, 2005
|
|
|
747,569,359 |
|
|
|
1,495 |
|
|
|
5,800 |
|
|
|
(1,512 |
) |
|
|
(58 |
) |
|
|
(84 |
) |
|
|
12 |
|
|
|
(24 |
) |
|
|
5,629 |
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(183 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(183 |
) |
Other comprehensive
(loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
(15 |
) |
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(198 |
) |
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
Balance as of December 31, 2005
|
|
|
747,569,359 |
|
|
|
1,495 |
|
|
|
5,807 |
|
|
|
(1,695 |
) |
|
|
(76 |
) |
|
|
(84 |
) |
|
|
12 |
|
|
|
(21 |
) |
|
|
5,438 |
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements.
6
Infineon Technologies AG and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the three months ended December 31, 2004 and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
December 31, | |
|
December 31, | |
|
|
|
|
2004 | |
|
2005 | |
|
2005 | |
|
|
|
|
|
( millions) | |
|
( millions) | |
|
($ millions) | |
|
|
|
Net income (loss)
|
|
|
142 |
|
|
|
(183 |
) |
|
|
(217 |
) |
|
|
Adjustments to reconcile net income
(loss) to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
334 |
|
|
|
338 |
|
|
|
400 |
|
|
|
|
Recovery of doubtful accounts
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of marketable
securities
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of businesses
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
Gain on disposal of property,
plant, and equipment
|
|
|
(8 |
) |
|
|
(2 |
) |
|
|
(2 |
) |
|
|
|
Equity in earnings (losses) of
associated companies, net
|
|
|
(1 |
) |
|
|
(17 |
) |
|
|
(20 |
) |
|
|
|
Minority interests
|
|
|
(5 |
) |
|
|
1 |
|
|
|
1 |
|
|
|
|
Other non-cash items
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
7 |
|
|
|
8 |
|
|
|
|
Deferred income taxes
|
|
|
54 |
|
|
|
24 |
|
|
|
28 |
|
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
|
132 |
|
|
|
59 |
|
|
|
70 |
|
|
|
|
Inventories
|
|
|
(73 |
) |
|
|
(100 |
) |
|
|
(118 |
) |
|
|
|
Other current assets
|
|
|
37 |
|
|
|
(45 |
) |
|
|
(53 |
) |
|
|
|
Trade accounts payable
|
|
|
(20 |
) |
|
|
102 |
|
|
|
121 |
|
|
|
|
Accrued liabilities
|
|
|
(72 |
) |
|
|
54 |
|
|
|
64 |
|
|
|
|
Other current liabilities
|
|
|
(70 |
) |
|
|
(85 |
) |
|
|
(101 |
) |
|
|
|
Other assets and liabilities
|
|
|
(25 |
) |
|
|
(51 |
) |
|
|
(59 |
) |
|
|
|
Net cash provided by operating
activities
|
|
|
423 |
|
|
|
102 |
|
|
|
122 |
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of marketable securities
available for sale
|
|
|
(929 |
) |
|
|
(63 |
) |
|
|
(75 |
) |
|
|
|
Proceeds from sale of marketable
securities available for sale
|
|
|
1,299 |
|
|
|
172 |
|
|
|
204 |
|
|
|
|
Proceeds from sale of businesses
|
|
|
25 |
|
|
|
6 |
|
|
|
7 |
|
|
|
|
Investment in associated and
related companies, net of cash acquired
|
|
|
(87 |
) |
|
|
119 |
|
|
|
141 |
|
|
|
|
Dividends received from equity
investments
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of intangible assets
|
|
|
(14 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
Purchases of property, plant and
equipment
|
|
|
(456 |
) |
|
|
(405 |
) |
|
|
(480 |
) |
|
|
|
Proceeds from sales of property,
plant and equipment
|
|
|
27 |
|
|
|
4 |
|
|
|
5 |
|
|
|
|
Net cash used in investing
activities
|
|
|
(110 |
) |
|
|
(168 |
) |
|
|
(199 |
) |
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in short-term debt
|
|
|
(13 |
) |
|
|
3 |
|
|
|
4 |
|
|
|
|
Net change in related party
financial receivables and payables
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term
debt
|
|
|
63 |
|
|
|
55 |
|
|
|
65 |
|
|
|
|
Principal repayments of long-term
debt
|
|
|
(2 |
) |
|
|
(4 |
) |
|
|
(5 |
) |
|
|
|
Net cash provided by financing
activities
|
|
|
43 |
|
|
|
54 |
|
|
|
64 |
|
|
|
|
Effect of foreign exchange rate
changes on cash and cash equivalents
|
|
|
(7 |
) |
|
|
2 |
|
|
|
2 |
|
|
|
Net increase (decrease) in
cash and cash equivalents
|
|
|
349 |
|
|
|
(10 |
) |
|
|
(11 |
) |
|
|
Cash and cash equivalents at
beginning of period
|
|
|
608 |
|
|
|
1,148 |
|
|
|
1,359 |
|
|
|
|
Cash and cash equivalents at end of
period
|
|
|
957 |
|
|
|
1,138 |
|
|
|
1,348 |
|
|
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements.
7
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
The accompanying condensed consolidated financial statements of
Infineon Technologies AG and its subsidiaries
(Infineon or the Company) as of and for
the three months ended December 31, 2004 and 2005, have
been prepared in accordance with accounting principles generally
accepted in the United States of America (U.S. GAAP).
Accordingly, certain information and footnote disclosures
normally included in annual financial statements have been
condensed or omitted. In the opinion of management, the
accompanying financial statements contain all adjustments
necessary to present fairly the financial position, results of
operations and cash flows of the interim periods presented. All
such adjustments are of a normal recurring nature. The results
of operations for any interim period are not necessarily
indicative of results for the full financial year. The
accompanying financial statements should be read in conjunction
with the audited consolidated financial statements for the year
ended September 30, 2005. The accounting policies applied
in preparing the accompanying condensed consolidated financial
statements are consistent with those for the year ended
September 30, 2005 (see note 2).
The preparation of the accompanying condensed consolidated
financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent amounts and liabilities
at the date of the financial statements and reported amounts of
revenues and expenses during the reporting periods. Actual
results could differ materially from those estimates.
All amounts herein are shown in millions of euro
() other
than percentages, shares, per share amounts or where otherwise
stated. The accompanying condensed consolidated balance sheet as
of December 31, 2005, the condensed consolidated statements
of operations for the three months then ended, and the condensed
consolidated statements of cash flows for the three months then
ended are also presented in U.S. dollars
($), solely for the convenience of the reader, at
the rate of one euro = $1.1842, the
U.S. Federal Reserve noon buying rate on December 31,
2005.
|
|
2. |
Recent Accounting Pronouncements |
In November 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 151, Inventory
Costs an amendment of ARB No. 43,
Chapter 4, which clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage), requiring that such costs
be recognized as current period charges and requiring the
allocation of fixed production overheads to inventory based on
the normal capacity of the production facilities. The Company
adopted SFAS No. 151 with effect from October 1,
2005, which did not have a significant impact on its
consolidated financial position or results of operations.
In December 2004, the FASB issued SFAS No. 123
(revised 2004) Share-Based Payments.
SFAS No. 123 (revised 2004) requires public entities
to measure the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair
value of the award and recognize the cost over the period during
which an employee is required to provide service in exchange for
the award. SFAS No. 123 (revised 2004) eliminates the
alternative method of accounting for employee share-based
payments previously available under Accounting Principles Board
(APB) No. 25 Accounting for Stock
Issued to Employees. The Securities and Exchange
Commission issued guidance on April 14, 2005 announcing
that public companies will be required to adopt
SFAS No. 123 (revised 2004) by their first financial
year beginning after June 15, 2005.
Effective October 1, 2005, the Company adopted
SFAS No. 123 (revised 2004) under the modified
prospective application method. Under this application, the
Company records stock-based compensation expense for all awards
granted on or after the date of adoption and for the portion of
previously granted awards that remained unvested at the date of
adoption. Stock-based compensation cost is measured at the grant
date, based on the fair value of the award, and is recognized as
expense over the period during which the employee is required to
provide service in exchange for the award. Prior period amounts
have not been restated and do not reflect the recognition of
stock-based compensation. Disclosures are provided in
note 11.
8
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
In May 2005, the FASB issued SFAS No. 154,
Accounting Changes and Error Corrections.
SFAS No. 154 replaces APB Opinion No. 20,
Accounting Changes, and SFAS No. 3,
Reporting Accounting Changes in Interim Financial
Statements, and changes the requirements for the
accounting and reporting of a change in accounting principle.
The Company is required to adopt SFAS No. 154 for
accounting changes and error corrections that occur after
September 30, 2006. The Companys results of
operations and financial condition will only be impacted
following the adoption of SFAS No. 154 if it implements
changes in accounting principle that are addressed by the
standard or corrects accounting errors in future periods.
In March 2005, the FASB issued Interpretation No. 47,
Accounting for Conditional Asset Retirement
Obligations, which clarifies that an entity is
required to recognize a liability for the fair value of a
conditional asset retirement obligation if the fair value can be
reasonably estimated even though uncertainty exists about the
timing and (or) method of settlement. The Company is required to
adopt Interpretation No. 47 prior to the end of its 2006
financial year. The Company is currently evaluating the impact
that the adoption of Interpretation No. 47 will have on its
consolidated financial position and results of operations.
The development of the restructuring liability during the three
months ended December 31, 2005, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
|
|
|
|
December 31, | |
|
|
2005 | |
|
|
|
|
|
2005 | |
|
|
| |
|
Restructuring | |
|
|
|
| |
|
|
Liabilities | |
|
Charges | |
|
Payments | |
|
Liabilities | |
|
|
| |
|
| |
|
| |
|
| |
Employee terminations
|
|
|
64 |
|
|
|
2 |
|
|
|
(7) |
|
|
|
59 |
|
Other exit costs
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
72 |
|
|
|
2 |
|
|
|
(7) |
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes and minority interest is
attributable to the following geographic locations for the three
months ended December 31, 2004 and 2005:
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2005 | |
|
|
| |
|
| |
Germany
|
|
|
188 |
|
|
|
(187) |
|
Foreign
|
|
|
22 |
|
|
|
45 |
|
|
|
|
|
|
|
|
Total
|
|
|
210 |
|
|
|
(142) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
Income tax expense for the three months ended December 31,
2004 and 2005 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2005 | |
|
|
| |
|
| |
Current taxes:
|
|
|
|
|
|
|
|
|
|
Germany
|
|
|
19 |
|
|
|
3 |
|
|
Foreign
|
|
|
2 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
21 |
|
|
|
16 |
|
Deferred taxes:
|
|
|
|
|
|
|
|
|
|
Germany
|
|
|
40 |
|
|
|
23 |
|
|
Foreign
|
|
|
13 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
53 |
|
|
|
24 |
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
74 |
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2005, the Company had in Germany tax loss
carry-forwards of
2,310 (relating to
both, trade and corporate tax, plus an additional loss
carry-forward applicable only to trade tax of
1,136); in other
jurisdictions the Company had tax loss carry-forwards of
263 and tax effected
credit carry-forwards of
107. Such tax loss
carry-forwards and tax effected credit carry-forwards are
generally limited to use by the particular entity that generated
the loss or credit and do not expire under current law. The
benefit for tax credits is accounted for on the flow-through
method when the individual legal entity is entitled to the claim.
Pursuant to SFAS No. 109, the Company has assessed its
deferred tax asset and the need for a valuation allowance. Such
an assessment considers whether it is more likely than not that
some portion or all of the deferred tax assets may not be
realized. The assessment requires considerable judgment on the
part of management, with respect to, among other factors,
benefits that could be realized from available tax strategies
and future taxable income, as well as other positive and
negative factors. The ultimate realization of deferred tax
assets is dependent upon the Companys ability to generate
the appropriate character of future taxable income sufficient to
utilize loss carry-forwards or tax credits before their
expiration. Since the Company had incurred a cumulative loss in
certain tax jurisdictions over a three-year period as of
December 31, 2005, the impact of forecasted future taxable
income is excluded from such an assessment, pursuant to the
provisions of SFAS No. 109. For these tax
jurisdictions, the assessment was therefore only based on the
benefits that could be realized from available tax strategies
and the reversal of temporary differences in future periods.
|
|
5. |
Earnings (Loss) Per Share |
Basic earnings (loss) per share (EPS) is
calculated by dividing net income (loss) by the weighted
average number of ordinary shares outstanding during the period.
Diluted EPS is calculated by dividing net income by the sum of
the weighted average number of ordinary shares outstanding plus
all additional ordinary shares that would have been outstanding
if potentially dilutive instruments or ordinary share
equivalents had been issued.
10
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
The computation of basic and diluted EPS for the three months
ended December 31, 2004 and 2005, is as follows (shares in
million):
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2005 | |
|
|
| |
|
| |
Numerator:
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
142 |
|
|
|
(183 |
) |
Denominator:
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
outstanding-basic
|
|
|
747.6 |
|
|
|
747.6 |
|
|
Effect of dilutive instruments
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
outstanding-diluted
|
|
|
747.7 |
|
|
|
747.6 |
|
|
|
|
|
|
|
|
Earnings (loss) per share (in
euro):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
0.19 |
|
|
|
(0.25 |
) |
|
|
|
|
|
|
|
The weighted average of potentially dilutive instruments that
were excluded from the diluted earnings (loss) per share
computations, because the exercise price was greater than the
average market price of the ordinary shares during the period or
were otherwise not dilutive, include 37.9 million and
41.0 million shares underlying employee stock options for
the three months ended December 31, 2004 and 2005,
respectively. Additionally, 86.5 million ordinary shares
issuable upon the conversion of the subordinated convertible
notes at December 31, 2004 and 2005, were not included in
the computation of diluted earnings (loss) per share as
their impact would have been antidilutive.
6. Trade Accounts Receivable,
net
Trade accounts receivable, net at September 30, and
December 31, 2005 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
December 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Third party trade
|
|
|
839 |
|
|
|
805 |
|
Siemens group trade
(note 13)
|
|
|
145 |
|
|
|
130 |
|
Associated and Related
Companies trade (note 13)
|
|
|
12 |
|
|
|
10 |
|
|
|
|
|
|
|
|
Trade accounts receivable, gross
|
|
|
996 |
|
|
|
945 |
|
|
Allowance for doubtful accounts
|
|
|
(44 |
) |
|
|
(45 |
) |
|
|
|
|
|
|
|
Trade accounts receivable, net
|
|
|
952 |
|
|
|
900 |
|
|
|
|
|
|
|
|
7. Inventories
Inventories at September 30, and December 31, 2005
consist of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
December 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Raw materials and supplies
|
|
|
87 |
|
|
|
108 |
|
Work-in-process
|
|
|
569 |
|
|
|
629 |
|
Finished goods
|
|
|
366 |
|
|
|
436 |
|
|
|
|
|
|
|
|
Inventories
|
|
|
1,022 |
|
|
|
1,173 |
|
|
|
|
|
|
|
|
8. Long-term Investments, net
On November 13, 2002, the Company entered into agreements
with Nanya relating to a strategic cooperation in the
development of DRAM products and the foundation of a joint
venture (Inotera, held directly and indirectly through the
Companys investment in
Hwa-Keng Investment
Corp.) to construct and operate a
300-millimeter
manufacturing facility in Taiwan. Pursuant to several
agreements, the Company and Nanya had developed advanced
90-nanometer and are
developing 70- and
60-nanometer
technology. The new
300-millimeter
manufacturing facility is funded by Inotera and employs the
11
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
technology developed under the aforementioned agreements to
manufacture DRAM products and its capacity is anticipated to be
completed in three phases. During the year ended
September 30, 2004 Inotera completed the construction and
started mass production. The second phase was completed in the
2005 financial year, while the third phase is anticipated to be
completed in the 2006 financial year. The first
300-millimeter wafer
memory products using the new
60-nanometer process
are expected to leave the production line in 2008. The joint
venture partners are obliged to each purchase
one-half of the
facilitys production based, in part, on market prices. At
December 31, 2005, the Companys direct and indirect
ownership interest in Inotera was 45.9%.
On October 7, 2004, Inoteras application for public
company status was accepted by the Taiwanese Securities and
Futures Bureau. Since April 2005, Inotera has been listed on the
Gre-Tai market in Taiwan. On October 26, 2005, Inotera
submitted an application for an initial public offering of its
common stock to the Taiwanese stock exchange which was
subsequently approved.
In December 2005, the Company further amended its agreements
with International Business Machines Corporation
(IBM) in respect of its joint venture ALTIS
Semiconductor S.N.C. (ALTIS) in Essonnes, France,
and extended its product purchase agreement with ALTIS through
2009. Pursuant to the December 2005 amendment, the Company
granted to IBM an option to require the Company to acquire
four-fifths of
IBMs 50% interest in the joint venture (or a total of 40%
of the outstanding shareholding of ALTIS) at any time after
April 1, 2006 and prior to January 1, 2009. In
connection with the exercise of such option, IBM would be
required to make a payment to the Company to settle the
respective interests of the parties. In addition, the Company
granted to IBM a second option to require the Company to acquire
up to four-fifths of IBMs 50% interest in the joint
venture (or a total of 40% of the outstanding shareholding of
ALTIS) in increments of 10% after April 2006 and prior to
January 1, 2009. The amendment also permits IBM to sell its
interest in ALTIS to a third party meeting certain specified
criteria.
Under the December 2005 amendment, the Company and IBM also
agreed a number of administrative matters regarding the
governance and management of ALTIS, as well as related
cost-allocation and accounting matters. The Company and IBM
continue to evaluate the future business model of ALTIS, and
have agreed that they will reach a decision on this matter no
later than January 1, 2009. As previously agreed, the
Company will increase the percentage of the output of ALTIS that
it purchases to 87.5% in 2006 and 100% in 2007 and beyond.
The Company evaluated the amendment in accordance with FASB
Interpretation No. 46 (revised December 2003),
Consolidation of Variable Interest Entities an
interpretation of ARB No. 51 and concluded
that it held an interest in a variable interest entity in which
the Company is determined to be the primary beneficiary.
Accordingly, the Company began to fully consolidate ALTIS
following the December 19, 2005 amendment whereby
IBMs 50% ownership interest has been reflected as a
minority interest.
12
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
The following table summarizes the Companys consolidation
of ALTIS during the quarter ended December 31, 2005:
|
|
|
|
|
|
|
|
2005 | |
|
|
| |
|
|
ALTIS | |
|
|
| |
Consolidation Date
|
|
|
December 2005 |
|
Segment
|
|
|
Communication |
|
|
Cash
|
|
|
119 |
|
Inventories
|
|
|
46 |
|
Other current assets
|
|
|
10 |
|
Property, plant and equipment
|
|
|
202 |
|
Long-term investment
|
|
|
(202 |
) |
Other non-current assets
|
|
|
(47 |
) |
|
|
|
|
|
Total assets consolidated
|
|
|
128 |
|
Current liabilities
|
|
|
(79 |
) |
Non-current liabilities
|
|
|
6 |
|
Minority Interests
|
|
|
201 |
|
|
|
|
|
|
Total liabilities consolidated
|
|
|
128 |
|
|
|
|
|
Net assets consolidated
|
|
|
|
|
|
|
|
|
Cash paid
|
|
|
|
|
The Company is in the process of obtaining an appraisal of the
estimated fair value of the assets and liabilities of ALTIS
which will result in an adjustment to the amounts recorded, the
exact amount of which is not currently determinable. Pro forma
financial information relating to the consolidation of ALTIS is
not material to the results of operations and financial position
of the Company and has been omitted.
|
|
9. |
Trade Accounts Payable |
Trade accounts payable at September 30, and
December 31, 2005 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
December 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Third party trade
|
|
|
868 |
|
|
|
1,007 |
|
Siemens group trade
(note 13)
|
|
|
61 |
|
|
|
51 |
|
Associated and Related
Companies trade (note 13)
|
|
|
140 |
|
|
|
67 |
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
|
1,069 |
|
|
|
1,125 |
|
|
|
|
|
|
|
|
13
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
Debt at September 30, and December 31, 2005 consists
of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
December 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Short-term debt:
|
|
|
|
|
|
|
|
|
|
Loans payable to banks, weighted
average rate 2.12%
|
|
|
51 |
|
|
|
54 |
|
|
Current portion of long-term debt
|
|
|
48 |
|
|
|
45 |
|
|
|
|
|
|
|
|
Total short-term debt and current
maturities
|
|
|
99 |
|
|
|
99 |
|
|
|
|
|
|
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
Convertible subordinated notes,
4.25%, due 2007
|
|
|
633 |
|
|
|
634 |
|
|
Convertible subordinated notes,
5.0%, due 2010
|
|
|
690 |
|
|
|
691 |
|
|
Loans payable to banks:
|
|
|
|
|
|
|
|
|
|
|
Unsecured term loans, weighted
average rate 2.72%,
due 2007-2013
|
|
|
206 |
|
|
|
236 |
|
|
|
Secured term loans, weighted
average rate 1.50%, due 2010
|
|
|
9 |
|
|
|
9 |
|
|
|
Other loans payable, weighted
average rate 3.10%, due 2007
|
|
|
|
|
|
|
6 |
|
|
Notes payable to governmental
entity, rate 2.04%, due 2010-2027
|
|
|
28 |
|
|
|
51 |
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
1,566 |
|
|
|
1,627 |
|
|
|
|
|
|
|
|
The Company has established independent financing arrangements
with several financial institutions, in the form of both short
and long-term credit facilities, which are available for
anticipated funding purposes (see note 18).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005 | |
|
|
Nature of financial | |
|
|
|
| |
|
|
Institution | |
|
Purpose/intended |
|
Aggregate | |
|
|
Term |
|
Commitment | |
|
use |
|
facility | |
|
Drawn | |
|
Available | |
|
|
| |
|
|
|
| |
|
| |
|
| |
|
|
|
|
|
|
working capital,
|
|
|
|
|
|
|
|
|
|
|
|
|
short-term
|
|
|
firm commitment |
|
|
guarantees
|
|
|
124 |
|
|
|
54 |
|
|
|
70 |
|
|
|
|
|
|
|
|
working capital,
|
|
|
|
|
|
|
|
|
|
|
|
|
short-term
|
|
|
no firm commitment |
|
|
cash management
|
|
|
307 |
|
|
|
|
|
|
|
307 |
|
|
long-term
|
|
|
firm commitment |
|
|
working capital
|
|
|
738 |
|
|
|
|
|
|
|
738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
long-term(1)
|
|
|
firm commitment |
|
|
project finance
|
|
|
366 |
|
|
|
347 |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,535 |
|
|
|
401 |
|
|
|
1,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Including current maturities. |
14
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
11. Stock-based Compensation
A summary of the Companys stock option plans as of
December 31, 2005, and changes during the three month
period then ended is presented below (options in million,
exercise prices in Euro):
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
December 31, 2005 | |
|
|
| |
|
|
|
|
Weighted- | |
|
|
|
|
average | |
|
|
Number of | |
|
exercise | |
|
|
options | |
|
price | |
|
|
| |
|
| |
Outstanding at beginning of period
|
|
|
40.9 |
|
|
|
20.33 |
|
Granted
|
|
|
7.4 |
|
|
|
8.20 |
|
Exercised
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(1.0 |
) |
|
|
24.58 |
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
47.3 |
|
|
|
18.35 |
|
|
|
|
|
|
|
|
Exercisable at end of period
|
|
|
26.7 |
|
|
|
25.24 |
|
Changes in the Companys unvested options for the three
months ended December 31, 2005 are summarized as follows
(options in million, fair values in Euro):
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
December 31, 2005 | |
|
|
| |
|
|
|
|
Weighted- | |
|
|
|
|
average | |
|
|
Number of | |
|
grant date | |
|
|
options | |
|
fair value | |
|
|
| |
|
| |
Unvested at beginning of period
|
|
|
23.0 |
|
|
|
5.30 |
|
Granted
|
|
|
7.4 |
|
|
|
3.19 |
|
Exercised
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(7.6 |
) |
|
|
6.24 |
|
Forfeited or expired
|
|
|
(1.0 |
) |
|
|
10.76 |
|
|
|
|
|
|
|
|
Unvested at end of period
|
|
|
21.8 |
|
|
|
4.22 |
|
|
|
|
|
|
|
|
The following table summarizes information about stock options
outstanding and exercisable at December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding | |
|
Exercisable | |
|
|
| |
|
| |
|
|
|
|
Weighted- | |
|
|
|
|
|
Weighted- | |
|
|
|
|
|
|
average | |
|
Weighted- | |
|
|
|
|
|
average | |
|
Weighted- | |
|
|
|
|
|
|
remaining | |
|
average | |
|
Aggregate | |
|
|
|
remaining | |
|
average | |
|
Aggregate | |
|
|
Number of | |
|
life | |
|
exercise | |
|
Intrinsic | |
|
Number of | |
|
life | |
|
exercise | |
|
Intrinsic | |
Range of exercise prices |
|
options | |
|
(in years) | |
|
price | |
|
value | |
|
options | |
|
(in years) | |
|
price | |
|
value | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5 -
10
|
|
|
23.7 |
|
|
|
5.40 |
|
|
|
8.75 |
|
|
|
|
|
|
|
7.3 |
|
|
|
3.88 |
|
|
|
8.93 |
|
|
|
|
|
10 -
15
|
|
|
8.7 |
|
|
|
4.73 |
|
|
|
12.42 |
|
|
|
|
|
|
|
4.6 |
|
|
|
4.65 |
|
|
|
12.45 |
|
|
|
|
|
15 -
20
|
|
|
0.2 |
|
|
|
3.58 |
|
|
|
15.75 |
|
|
|
|
|
|
|
0.1 |
|
|
|
3.58 |
|
|
|
15.75 |
|
|
|
|
|
20 -
25
|
|
|
6.5 |
|
|
|
2.93 |
|
|
|
23.70 |
|
|
|
|
|
|
|
6.5 |
|
|
|
2.93 |
|
|
|
23.70 |
|
|
|
|
|
25 -
30
|
|
|
0.1 |
|
|
|
2.77 |
|
|
|
27.40 |
|
|
|
|
|
|
|
0.1 |
|
|
|
2.75 |
|
|
|
27.43 |
|
|
|
|
|
40 -
45
|
|
|
4.1 |
|
|
|
1.21 |
|
|
|
42.03 |
|
|
|
|
|
|
|
4.1 |
|
|
|
1.21 |
|
|
|
42.03 |
|
|
|
|
|
50 -
55
|
|
|
0.1 |
|
|
|
2.25 |
|
|
|
53.26 |
|
|
|
|
|
|
|
0.1 |
|
|
|
2.25 |
|
|
|
53.26 |
|
|
|
|
|
55 -
60
|
|
|
3.9 |
|
|
|
1.91 |
|
|
|
55.18 |
|
|
|
|
|
|
|
3.9 |
|
|
|
1.91 |
|
|
|
55.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
47.3 |
|
|
|
4.27 |
|
|
|
18.35 |
|
|
|
|
|
|
|
26.7 |
|
|
|
3.07 |
|
|
|
25.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of each option grant is estimated on the grant
date using the Black-Scholes option-pricing model. Prior to the
adoption of SFAS No. 123 (revised 2004), the
Company relied on historical volatility measures when estimating
the fair value of stock options granted to employees. Following
the implementation of SFAS No. 123
(revised 2004), the Company uses a combination of implied
volatilities
15
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
from traded options on the Companys stock and historical
volatility when estimating the fair value of stock options
granted to employees, as it believes that this methodology
better reflects the expected future volatility of its stock. The
expected life of options granted is estimated based on
historical experience. Beginning on the date of adoption of SFAS
No. 123 (revised 2004), forfeitures are estimated based on
historical experience; prior to the date of adoption,
forfeitures were recorded as they occurred. The risk-free rate
is based on treasury note yields at the time of grant for the
estimated life of the option. The Company has not made any
dividend payments nor does it have plans to pay dividends in the
foreseeable future.
The following weighted-average assumptions were used in the
Black-Scholes option-pricing model for the three months ended
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2005 | |
|
|
| |
|
| |
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
3.03% |
|
|
|
3.08% |
|
|
Expected volatility
|
|
|
59% |
|
|
|
43% |
|
|
Dividend yield
|
|
|
0% |
|
|
|
0% |
|
|
Expected life in years
|
|
|
4.50 |
|
|
|
5.07 |
|
|
|
|
|
|
|
|
Weighted-average fair value per
option at grant date in euro
|
|
|
4.07 |
|
|
|
3.19 |
|
|
|
|
|
|
|
|
|
|
|
Stock-Based Compensation Expense |
Total compensation cost for the Companys stock option
plans in the three months ended December 31, 2005 was
7. Cost of goods sold,
SG&A (selling, general and administrative expenses), and
research and development expenses in the first quarter of the
2006 financial year included stock-based compensation of
2,
3 and
2, respectively. The
amount of stock-based compensation cost which was capitalized
and remained in inventory as of December 31, 2005 was
immaterial. Stock-based compensation expense does not reflect
any significant income taxes and did not have a cash flow effect
in the three months ended December 31, 2005, since no stock
options were exercised during the period. As of
December 31, 2005, there was a total of
47 in unrecognized
compensation cost related to unvested stock options which is
expected to be recognized over a weighted-average period of
2.11 years.
Prior to the first quarter of the 2006 financial year, the
Company applied the provisions of APB No. 25, as permitted
under SFAS No. 148, Accounting for
Stock-Based Compensation Transition and Disclosure
an amendment of SFAS No. 123.
If the Company had accounted for stock option grants and
employee stock purchases under its plans according to the fair
value method of SFAS No. 123, and thereby recognized
compensation expense based on the above fair values over the
respective option vesting periods, net income and
16
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
earnings per share would have been reduced to the
pro forma amounts indicated below, pursuant to the
provision of SFAS No. 148:
|
|
|
|
|
|
|
|
Three | |
|
|
months | |
|
|
ended | |
|
|
December 31, | |
|
|
2004 | |
|
|
| |
Net income:
|
|
|
|
|
|
As reported
|
|
|
142 |
|
|
Deduct: Stock-based employee
compensation expense included in reported net income
|
|
|
|
|
|
Add: Total stock-based employee
compensation expense determined under fair value based method
for all awards
|
|
|
(11 |
) |
|
|
|
|
|
Pro forma
|
|
|
131 |
|
|
|
|
|
Basic and diluted earnings per
share in euro:
|
|
|
|
|
|
As reported
|
|
|
0.19 |
|
|
Pro forma
|
|
|
0.17 |
|
|
|
12. |
Other Comprehensive Loss |
The changes in the components of other comprehensive loss for
the three months ended December 31, 2004 and 2005 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2005 | |
|
|
| |
|
| |
Unrealized gain on securities:
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains
|
|
|
7 |
|
|
|
12 |
|
|
Reclassification adjustment for
losses included in net income (loss)
|
|
|
(4 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
Net unrealized gains
|
|
|
3 |
|
|
|
|
|
Unrealized (losses) gains on cash
flow hedges
|
|
|
(8 |
) |
|
|
3 |
|
Foreign currency translation
adjustment
|
|
|
(36 |
) |
|
|
(18 |
) |
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
(41 |
) |
|
|
(15 |
) |
Accumulated other comprehensive
loss beginning of period
|
|
|
(117 |
) |
|
|
(154 |
) |
|
|
|
|
|
|
|
Accumulated other comprehensive
loss end of period
|
|
|
(158 |
) |
|
|
(169 |
) |
|
|
|
|
|
|
|
13. Related Parties
The Company has transactions in the normal course of business
with Siemens group companies and with Related and Associated
Companies (together, Related Parties). The Company
purchases certain of its raw materials, especially chipsets,
from, and sells certain of its products to, Related Parties.
Purchases and sales to Related Parties are generally based on
market prices or manufacturing cost plus a mark-up.
17
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
Related Party receivables at September 30, and
December 31, 2005 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
December 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Current:
|
|
|
|
|
|
|
|
|
|
Siemens group trade
|
|
|
145 |
|
|
|
130 |
|
|
Associated and Related
Companies trade
|
|
|
12 |
|
|
|
10 |
|
|
Siemens group financial
and other
|
|
|
18 |
|
|
|
23 |
|
|
Associated and Related
Companies financial and other
|
|
|
5 |
|
|
|
2 |
|
|
Employee receivables
|
|
|
8 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
188 |
|
|
|
171 |
|
|
|
|
|
|
|
|
Non-current:
|
|
|
|
|
|
|
|
|
|
Associated and Related
Companies financial and other
(1)
|
|
|
67 |
|
|
|
|
|
|
Employee receivables
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
69 |
|
|
|
2 |
|
|
|
|
|
|
|
|
Total Related Party receivables
|
|
|
257 |
|
|
|
173 |
|
|
|
|
|
|
|
|
|
|
(1) |
The decrease during the quarter ended December 31, 2005 is
primarily related to the first consolidation of ALTIS (see
note 8). |
Related Party payables at September 30, and
December 31, 2005 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
December 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Siemens group trade
|
|
|
61 |
|
|
|
51 |
|
Associated and Related
Companies
trade (1)
|
|
|
140 |
|
|
|
67 |
|
Associated and Related
Companies financial and other
|
|
|
4 |
|
|
|
3 |
|
|
|
|
|
|
|
|
Total Related Party payables
|
|
|
205 |
|
|
|
121 |
|
|
|
|
|
|
|
|
|
|
(1) |
The decrease during the quarter ended December 31, 2005 is
primarily related to the first consolidation of ALTIS (see
note 8). |
Transactions with Related Parties for the three months ended
December 31, 2004 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2005 | |
|
|
| |
|
| |
Sales to Related Parties:
|
|
|
|
|
|
|
|
|
|
Siemens group companies
|
|
|
269 |
|
|
|
163 |
|
|
Associated and Related Companies
|
|
|
12 |
|
|
|
16 |
|
|
|
|
|
|
|
|
Total sales to Related Parties
|
|
|
281 |
|
|
|
179 |
|
|
|
|
|
|
|
|
Purchases from Related Parties:
|
|
|
|
|
|
|
|
|
|
Siemens group companies
|
|
|
50 |
|
|
|
13 |
|
|
Associated and Related Companies
|
|
|
146 |
|
|
|
181 |
|
|
|
|
|
|
|
|
Total purchases from Related Parties
|
|
|
196 |
|
|
|
194 |
|
|
|
|
|
|
|
|
Information with respect to the Companys pension plans for
the three months ended December 31, 2004 and 2005,
respectively, is presented for German (Domestic)
plans and non-German (Foreign) plans.
18
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
The components of net periodic pension cost for the three months
ended December 31, 2004 and 2005, respectively are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
Three months ended | |
|
|
December 31, 2004 | |
|
December 31, 2005 | |
|
|
| |
|
| |
|
|
Domestic | |
|
Foreign | |
|
Domestic | |
|
Foreign | |
|
|
plans | |
|
plans | |
|
plans | |
|
plans | |
|
|
| |
|
| |
|
| |
|
| |
Service cost
|
|
|
(4 |
) |
|
|
(2 |
) |
|
|
(6 |
) |
|
|
(2 |
) |
Interest cost
|
|
|
(4 |
) |
|
|
(1 |
) |
|
|
(4 |
) |
|
|
(1 |
) |
Expected return on plan assets
|
|
|
3 |
|
|
|
1 |
|
|
|
3 |
|
|
|
1 |
|
Amortization of unrecognized
actuarial losses
|
|
|
(1 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
|
|
(6 |
) |
|
|
(2 |
) |
|
|
(9 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15. |
Financial Instruments |
The Company periodically enters into derivatives, including
foreign currency forward and option contracts as well as
interest rate swap agreements. The objective of these
transactions is to reduce the Companys market risk of
interest rate and exchange rate fluctuations to its foreign
currency denominated net future cash flows. The Company does not
enter into derivatives for trading or speculative purposes.
The euro equivalent notional amounts in millions and fair values
of the Companys derivative instruments as of
September 30, and December 31, 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2005 | |
|
December 31, 2005 | |
|
|
| |
|
| |
|
|
Notional | |
|
|
|
Notional | |
|
|
|
|
amount | |
|
Fair value | |
|
amount | |
|
Fair value | |
|
|
| |
|
| |
|
| |
|
| |
Forward contracts sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
|
|
|
838 |
|
|
|
(20 |
) |
|
|
1,195 |
|
|
|
(7 |
) |
|
Japanese yen
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Singapore dollar
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward contracts purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
|
|
|
195 |
|
|
|
4 |
|
|
|
153 |
|
|
|
6 |
|
|
Japanese yen
|
|
|
42 |
|
|
|
|
|
|
|
47 |
|
|
|
1 |
|
|
Singapore dollar
|
|
|
23 |
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
Great Britain pound
|
|
|
5 |
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
Czech Koruna
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Malaysian Ringgit
|
|
|
32 |
|
|
|
1 |
|
|
|
26 |
|
|
|
|
|
|
Other currencies
|
|
|
23 |
|
|
|
(1 |
) |
|
|
18 |
|
|
|
|
|
|
Currency Options sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
|
|
|
527 |
|
|
|
(21 |
) |
|
|
273 |
|
|
|
(9 |
) |
|
Currency Options purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
|
|
|
522 |
|
|
|
3 |
|
|
|
260 |
|
|
|
1 |
|
|
Cross currency interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
|
|
|
389 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
|
1,442 |
|
|
|
14 |
|
|
|
1,200 |
|
|
|
44 |
|
Other
|
|
|
259 |
|
|
|
(2 |
) |
|
|
255 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value, net
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, and December 31, 2005, all derivative
financial instruments are recorded at fair value. Other
non-operating income for the three months ended
December 31, 2005 included
21 related to net
gains from foreign currency derivatives and foreign currency
transactions.
19
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
|
|
16. |
Commitments and Contingencies |
In September 2004, the Company entered into a plea agreement
with the Antitrust Division of the U.S. Department of
Justice (DOJ) in connection with its ongoing
investigation of alleged antitrust violations in the DRAM
industry. Pursuant to this plea agreement, the Company agreed to
plead guilty to a single count related to the pricing of DRAM
products between July 1, 1999 and June 15, 2002. Under
the terms of the agreement, the Company agreed to pay a fine of
$160 million. The fine plus accrued interest is to be paid
in equal annual installments through 2009. On October 25,
2004 the plea agreement was accepted by the U.S. District
Court for the Northern District of California. Therefore, the
matter has been fully resolved between the Company and the DOJ,
subject to the Companys obligation to cooperate with the
DOJ in its ongoing investigation of other participants in the
DRAM industry. The wrongdoing charged by the DOJ was limited to
six Original Equipment Manufacturer (OEM) customers
that manufacture computers and servers. The Company has entered
into settlement agreements with five of these OEM customers and
is considering the possibility of a settlement with the
remaining OEM customer, which purchased only a very small volume
of DRAM-products from the Company.
Subsequent to the commencement of the DOJ investigation, a
number of purported class action lawsuits were filed against the
Company, its U.S. subsidiary and other DRAM suppliers.
Sixteen cases were filed between June 2002 and September 2002 in
the following U.S. federal district courts: one in the
Southern District of New York, five in the District of Idaho,
and ten in the Northern District of California. Each of the
federal district court cases purports to be on behalf of a class
of individuals and entities who purchased DRAM directly from
various DRAM suppliers in the United States of America during a
specified time period commencing on or after October 1,
2001 (Direct U.S. Purchaser Class). The
complaints allege price-fixing in violation of the Sherman Act
and seek treble damages in unspecified amounts, costs,
attorneys fees, and an injunction against the allegedly
unlawful conduct. In September 2002, the Judicial Panel on
Multi-District Litigation held a hearing and subsequently
ordered that the foregoing federal cases be transferred to the
U.S. District Court for the Northern District of California
(San Francisco) for coordinated or consolidated pretrial
proceedings as part of a Multi-District Litigation
(MDL). In June 2005, with the permission of the
U.S. District Court for the Northern District of
California, the plaintiffs filed a second amended complaint
alleging that the unlawful conduct commenced on approximately
April 1, 1999 and continued through at least June 30,
2002. The Company has secured individual settlements with seven
direct customers in addition to those OEMs identified by the DOJ.
Sixty-four additional cases were filed between August 2,
2002 and October 12, 2005 in numerous federal and state
courts throughout the United States of America. Each of these
state and federal cases (except a case filed in the U.S.
District Court for the Eastern District of Pennsylvania)
purports to be on behalf of a class of individuals and entities
who indirectly purchased DRAM in the United States of America
during specified time periods commencing in or after 1999
(Indirect U.S. Purchaser Class). The Eastern
District of Pennsylvania case purports to be on behalf of a
class of foreign individuals and entities who directly purchased
DRAM outside of the United States of America between April 1999
and June 2000 (Direct Foreign Purchaser Class). The
complaints variously allege violations of the Sherman Act,
Californias Cartwright Act, various other state laws,
unfair competition law and unjust enrichment and seek treble
damages in unspecified amounts, restitution, costs,
attorneys fees and an injunction against the allegedly
unlawful conduct. In response to a petition filed by one of the
plaintiffs, a judge appointed by the Judicial Council of
California subsequently ordered that the then-pending California
state cases be coordinated for pretrial purposes and recommended
that they be transferred to San Francisco County Superior Court
for coordinated or consolidated pretrial proceedings.
Subsequently, 18 of the state and federal court cases and the
U.S. District Court for the Eastern District of
Pennsylvania case were ordered transferred to the
U.S. District Court for the Northern District of California
(San Francisco) for coordinated and consolidated pretrial
proceedings as part of the MDL described above. After this
transfer, the plaintiffs dismissed two of the transferred state
court cases. Two additional transferred state court cases were
subsequently remanded back to their relevant state courts. The
Company is defending against these actions vigorously.
20
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
In November 2005, the Company and its US subsidiary entered into
an agreement with the attorney general of the State of
California tolling until June 15, 2006 any applicable
time periods within which California and numerous other state
attorneys general must file claims arising from their
investigation of alleged antitrust violations in the DRAM
industry. The Companys US subsidiary has also received
Civil Investigative Demands and Subpoenas from the attorneys
general of the States of Washington, New York,
New Jersey and Florida requesting documents and other
information relating to their investigations, and the
Companys US subsidiary has provided documents and
information in response to those requests.
In April 2003, the Company received a request for information
from the European Commission (the Commission)
to enable the Commission to assess the compatibility with the
Commissions rules on competition of certain practices of
which the Commission has become aware in the European market for
DRAM products. The Company has reassessed the matter after its
plea agreement with the DOJ and made an accrual during the 2004
financial year for a probable minimum fine that may be imposed
as a result of the Commissions investigation. Any fine
actually imposed by the Commission may be significantly higher
than the reserve established, although the Company cannot more
accurately estimate the amount of such actual fine. The Company
is fully cooperating with the Commission in its investigation.
In May 2004, the Canadian Competition Bureau advised the
Companys U.S. subsidiary that it and its affiliated
companies are among the targets of a formal inquiry into alleged
violations of the Canadian Competition Act in the DRAM industry.
No compulsory process (such as subpoenas) has been commenced.
The Company is cooperating with the Competition Bureau in its
inquiry.
In October 2004, a proposed class proceeding was commenced
against the Company in the Canadian province of Quebec on behalf
of indirect purchasers, who purchased products in Quebec from
certain OEM customers which contained DRAM during the period
from July 1999 to June 2002, seeking damages in unspecified
amounts, investigation costs, interest and legal costs in
respect of activities which are the subject of the
Companys September 15, 2004 plea agreement with the
DOJ. In the period from December 2004 to February 2005, three
other proposed class proceedings were commenced in the provinces
of Ontario, Quebec and British Columbia on behalf of all direct
and indirect purchasers resident, respectively, in Canada
(in the case commenced in the province of Ontario), the
province of Quebec and British Columbia, who purchased DRAM or
products which contained DRAM during the period from July 1999
to June 2002, seeking damages, punitive damages, investigation
and administration costs, in unspecified amounts, interest and
legal costs.
Between September 30, 2004 and November 4, 2004 a
total of seven securities class action complaints were filed
against the Company in the U.S. District Courts for the
Northern District of California and the Southern District of
New York. The plaintiffs voluntarily dismissed the
New York cases, and on June 30, 2005 filed a
Consolidated Amended Complaint in California, effectively
consolidating all the lawsuits. The Consolidated Amended
Complaint alleges violations of the U.S. federal securities
laws and seeks damages on behalf of a purported class of
purchasers of the Companys publicly traded securities
during the period from March 13, 2000 to July 19,
2004. The Company is vigorously defending against allegations of
U.S. securities laws violations.
In late 2002, MOSAID Technologies Inc. (MOSAID)
alleged that the Company was violating 11 DRAM-related
U.S. patents of MOSAID. In December 2002, the Company filed
an action in the U.S. District Court for the Northern
District of California seeking a declaratory judgment that the
Company was not violating such patents. On February 7,
2003, MOSAID filed a counter-suit opposing the Companys
motion for declaratory judgment and seeking damages for the
alleged patent infringement. On November 3, 2003, MOSAID
announced that it had filed an amended counterclaim to add two
new patents to its previous claims. This matter has since been
consolidated under the federal multidistrict litigation rules
with another lawsuit filed by MOSAID against Samsung Electronics
Co. Ltd. (Samsung) in the U.S. District Court
for the District of New Jersey. On April 1, 2005, the
U.S. District Court issued a summary judgment order that
the Companys products did not infringe most of
MOSAIDs asserted claims, leaving the infringement of only
two claims in one patent still to be determined. MOSAID has
provided notice that it plans to appeal the courts summary
judgement order.
21
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
A trial date for the claims has not yet been scheduled. On
April 6, 2005, MOSAID filed an additional lawsuit in the
U.S. District Court for the Eastern District of Texas,
alleging that the Companys DRAM products infringe one or
more claims of three MOSAID patents. A trial on this issue has
been scheduled for October 2006. The Company intends to
vigorously defend against MOSAIDs claims.
On March 5, 2005, Tessera Technologies, Inc.
(Tessera) filed a lawsuit in the U.S. District
Court for the Eastern District of Texas, alleging that the
Companys products containing ball grid array packages
infringe five Tessera patents. On April 13, 2005, Tessera
amended its complaint to allege that the Company and Micron
violated U.S. antitrust law, Texas unfair competition law,
and Texas business tort law by conspiring to harm the market for
Rambus DRAM (RDRAM) chips, thereby injuring
Tesseras ability to license chip packaging technology for
RDRAM chips. A trial has been scheduled for August 2006. The
Company intends to vigorously defend against Tesseras
claims.
Liabilities related to legal proceedings are recorded when it is
probable that a liability has been incurred and the associated
amount can be reasonably estimated. Where the estimated amount
of loss is within a range of amounts and no amount within the
range is a better estimate than any other amount or the range
cannot be estimated, the minimum amount is accrued. As of
December 31, 2005, the Company had accrued liabilities in
the amount of 133
related to the antitrust investigations and related antitrust
and securities civil claims described above. As additional
information becomes available, the potential liability related
to these matters will be reassessed and the estimates revised,
if necessary. These accrued liabilities would be subject to
change in the future based on new developments in each matter,
or changes in circumstances, which could have a material adverse
effect on the Companys results of operations, financial
position and cash flows.
An adverse final resolution of the antitrust investigations or
related civil claims or the securities class action lawsuits
described above could result in substantial financial liability
to, and other adverse effects upon the Company, which would have
a material adverse effect on its business, results of operations
and financial condition. Irrespective of the validity or the
successful assertion of the above-referenced claims, the Company
could incur significant costs with respect to defending against
or settling such claims, which could have a material adverse
effect on its results of operations, financial position and cash
flows.
An adverse final resolution in the MOSAID or Tessera lawsuits
could result in significant financial liabilities to, and other
adverse effects upon the Company, which would have a material
adverse effect on the Companys results of operations,
financial position and cash flows.
The Company is subject to various other lawsuits, legal actions,
claims and proceedings related to products, patents and other
matters incidental to its businesses. The Company has accrued a
liability for the estimated costs of adjudication of various
asserted and unasserted claims existing as of the balance sheet
date. Based upon information presently known to management, the
Company does not believe that the ultimate resolution of such
other pending matters will have a material adverse effect on the
Companys financial position, although the final resolution
of such matters could have a material adverse effect on the
Companys results of operations or cash flows in the year
of settlement.
In connection with the Companys formation, Siemens
retained certain facilities located in the U.S. and certain
related environmental liabilities. Businesses contributed to the
Company by Siemens historically conducted operations at certain
of these facilities and, under applicable law, could be required
to contribute to the environmental remediation of these
facilities despite their retention by Siemens. Siemens has
provided guarantees to certain third parties and governmental
agencies, and all involved parties have recognized Siemens as
the responsible party for all applicable sites. No assessments
have been made of the extent of environmental remediation, if
any, that could be required, and no claims have been made
against the Company in this regard. The Company believes its
potential exposure, if any, to liability for remediating the
U.S. facilities retained by Siemens is therefore low.
On December 23, 2003, the Company entered into a long-term
operating lease agreement with MoTo Objekt Campeon GmbH &
Co. KG (MoTo) to lease an office complex constructed
by MoTo
22
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
south of Munich, Germany. The office complex, called Campeon,
will enable the Company to centralize the majority of its
Munich-area employees in one central physical working
environment. MoTo was responsible for the construction, which
was completed in the second half of 2005. The Company has no
obligations with respect to financing MoTo and has provided no
guarantees related to the construction. The Company occupied
Campeon under an operating lease arrangement in
October 2005 and has begun the gradual move of employees to
this new location. The complex was leased for a period of
20 years. After year 15, the Company has a
non-bargain purchase
option to acquire the complex or otherwise continue the lease
for the remaining period of five years. Pursuant to the
agreement, the Company placed a rental deposit of
75 in escrow, which
was included in restricted cash as of December 31, 2005.
Lease payments are subject to limited adjustment based on
specified financial ratios related to the Company. The agreement
was accounted for as an operating lease, in accordance with
SFAS No. 13 with monthly lease payments expensed on a
straight-line basis
over the lease term.
The Company has received government grants and subsidies related
to the construction and financing of certain of its production
facilities. These amounts are recognized upon the attainment of
specified criteria. Certain of these grants have been received
contingent upon the Company maintaining compliance with certain
project-related
requirements for a specified period after receipt. The Company
is committed to maintaining these requirements. Nevertheless,
should such requirements not be met, as of December 31,
2005, a maximum of 517
of these subsidies could be refundable.
The Company has guarantees outstanding to external parties of
277 as of
December 31, 2005. In addition, the Company, as parent
company, has in certain customary circumstances guaranteed the
settlement of certain of its consolidated subsidiaries
obligations to third parties. Such obligations are reflected as
liabilities in the consolidated financial statements by virtue
of consolidation. As of December 31, 2005, such
inter-company
guarantees, principally relating to certain consolidated
subsidiaries
third-party debt,
aggregated 1,629, of
which 1,340 relates to
the convertible notes issued.
|
|
17. |
Operating Segment and Geographic Information |
The Company has reported its operating segment and geographic
information in accordance with SFAS No. 131,
Disclosure about Segments of an Enterprise and Related
Information.
Effective January 1, 2005, the Company simplified its
organization to create shorter and faster decision paths across
the entire Company, a stronger customer orientation, as well as
greater efficiency and flexibility. The Mobile business and
Wireline Communication segment were combined into the new
Communication segment to align the Companys structure with
market developments. At the same time, the security and chip
card activities and the ASIC & Design Solutions
business have been integrated into the extended Automotive,
Industrial and Multimarket segment. The segments financial
position and results of operations of prior periods have been
reclassified to be consistent with the revised reporting
structure and presentation, as well as to facilitate analysis of
current and future operating segment information.
As a result, the Company now operates primarily in three major
operating segments, two of which are application focused:
Automotive, Industrial and Multimarket and Communication; and
one of which is product focused: Memory Products. Further,
certain of the Companys remaining activities for product
lines sold, for which there are no continuing contractual
commitments subsequent to the divestiture date, as well as new
business activities also meet the SFAS No. 131
definition of an operating segment, but do not meet the
requirements of a reportable segment as specified in
SFAS No. 131. Accordingly, these segments are combined
and disclosed in the Other Operating Segments
category pursuant to SFAS No. 131.
23
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
The following tables present selected segment data for the three
months ended December 31, 2004 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
|
|
December 31, | |
|
|
|
|
| |
|
|
|
|
2004 | |
|
2005 | |
|
|
|
|
| |
|
| |
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive, Industrial and
Multimarket
|
|
|
631 |
|
|
|
652 |
|
|
|
|
|
|
Communication
|
|
|
414 |
|
|
|
334 |
|
|
|
|
|
|
Memory Products
|
|
|
766 |
|
|
|
678 |
|
|
|
|
|
|
Other Operating Segments
|
|
|
3 |
|
|
|
2 |
|
|
|
|
|
|
Corporate and Reconciliation
|
|
|
2 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,816 |
|
|
|
1,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive, Industrial and
Multimarket
|
|
|
48 |
|
|
|
51 |
|
|
|
|
|
|
Communication
|
|
|
(19 |
) |
|
|
(21 |
) |
|
|
|
|
|
Memory Products
|
|
|
196 |
|
|
|
(118 |
) |
|
|
|
|
|
Other Operating Segments
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
Corporate and Reconciliation
|
|
|
(12 |
) |
|
|
(34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
211 |
|
|
|
(122 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain items are included in corporate and reconciliation and
are not allocated to the segments, consistent with the
Companys internal management reporting. These include
certain corporate headquarters costs, certain incubator
and early stage technology investment costs, non-recurring gains
and specific strategic technology initiatives. Additionally,
restructuring charges and employee stock-based compensation
expense are included in corporate and reconciliation and not
allocated to the segments for internal or external reporting
purposes, since they arise from corporate directed decisions not
within the direct control of segment management. Furthermore,
legal costs associated with intellectual property and product
matters are recognized by the segments when paid, which can
differ from the period originally recognized by corporate and
reconciliation. For the three months ended December 31,
2004 and 2005 corporate and reconciliation includes unallocated
excess capacity costs of
5 and
4, respectively,
restructuring charges of
2 and
2, respectively, and
stock-based compensation expense of
0 and
7, respectively.
The following is a summary of operations by geographic area for
the three months ended December 31, 2004 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
|
|
December 31, | |
|
|
|
|
| |
|
|
|
|
2004 | |
|
2005 | |
|
|
|
|
| |
|
| |
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany
|
|
|
380 |
|
|
|
326 |
|
|
|
|
|
|
Other Europe
|
|
|
316 |
|
|
|
282 |
|
|
|
|
|
|
North America
|
|
|
334 |
|
|
|
370 |
|
|
|
|
|
|
Asia/Pacific
|
|
|
665 |
|
|
|
584 |
|
|
|
|
|
|
Japan
|
|
|
85 |
|
|
|
81 |
|
|
|
|
|
|
Other
|
|
|
36 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,816 |
|
|
|
1,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers are based on the
customers billing location. No single customer accounted
for more than 10% of the Companys sales during the three
months ended December 31, 2005. Except for sales to
Siemens, which are discussed in note 13, no single customer
accounted for more than 10% of the Companys sales during
the three months ended December 31, 2004. Sales to Siemens
are made primarily by the non-memory product segments.
24
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
The Company defines EBIT as earnings (loss) before interest
and taxes. The Companys management uses EBIT, among other
measures, to establish budgets and operational goals, to manage
the Companys business and to evaluate its performance. The
Company reports EBIT information because it believes that it
provides investors with meaningful information about the
operating performance of the Company and especially about the
performance of its separate operating segments.
EBIT is determined as follows from the condensed consolidated
statements of operations, without adjustment to the U.S. GAAP
amounts presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
|
|
December 31, | |
|
|
|
|
| |
|
|
|
|
2004 | |
|
2005 | |
|
|
|
|
| |
|
| |
|
|
Net income (loss)
|
|
|
142 |
|
|
|
(183 |
) |
|
|
|
|
Adjust: Income tax expense
|
|
|
74 |
|
|
|
40 |
|
|
|
|
|
|
|
Interest expense (income), net
|
|
|
(5 |
) |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT
|
|
|
211 |
|
|
|
(122 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On January 24, 2006, the Company drew down
$345 million from one of its existing
long-term credit
facilities. The proceeds will be primarily used to refinance the
ramp-up of
Infineons 300 millimeter production facility in
Richmond (see note 10).
25
SUPPLEMENTARY INFORMATION (UNAUDITED)
Gross and Net Cash Position
Infineon defines gross cash position as cash and cash
equivalents and marketable securities, and net cash position as
gross cash position less short and
long-term debt. Since
Infineon holds a substantial portion of its available monetary
resources in the form of readily marketable securities, which
for U.S. GAAP purposes are not considered to be
cash, it reports its gross cash position to provide
investors with an understanding of the Companys overall
liquidity. The gross and net cash positions are determined as
follows from the condensed consolidated balance sheets, without
adjustment to the U.S. GAAP amounts presented:
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
December 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Cash and cash equivalents
|
|
|
1,148 |
|
|
|
1,138 |
|
Marketable securities
|
|
|
858 |
|
|
|
749 |
|
|
|
|
|
|
|
|
Gross Cash Position
|
|
|
2,006 |
|
|
|
1,887 |
|
|
|
|
|
|
|
|
Less: Short-term debt
|
|
|
99 |
|
|
|
99 |
|
Long-term
debt
|
|
|
1,566 |
|
|
|
1,627 |
|
|
|
|
|
|
|
|
Net Cash Position
|
|
|
341 |
|
|
|
161 |
|
|
|
|
|
|
|
|
Free Cash Flow
Infineon defines free cash flow as cash from operating and
investing activities excluding purchases or sales of marketable
securities. Since Infineon holds a substantial portion of its
available monetary resources in the form of readily available
marketable securities, and operates in a capital intensive
industry, it reports free cash flow to provide investors with a
measure that can be used to evaluate changes in liquidity after
taking capital expenditures into account. Free cash flow is not
intended to represent the residual cash flow available for
discretionary expenditures, since debt service requirements or
other non-discretionary expenditures are not deducted. Free cash
flow is determined as follows from the condensed consolidated
statements of cash flows, without adjustment to the
U.S. GAAP amounts presented:
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2005 | |
|
|
| |
|
| |
Net cash provided by operating
activities
|
|
|
423 |
|
|
|
102 |
|
Net cash used in investing
activities
|
|
|
(110 |
) |
|
|
(168 |
) |
|
There of: Purchase
(sale) of
marketable securities,
net
|
|
|
(370 |
) |
|
|
(109 |
) |
|
|
|
|
|
|
|
Free cash flow
|
|
|
(57 |
) |
|
|
(175 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Backlog
Most standard products, such as memory products, are not ordered
on a long-term, fixed-price contract basis due to changing
market conditions. It is common industry practice to permit
major customers to change the date on which products are
delivered or to cancel existing orders. For these reasons, the
Company believes that the backlog at any time of standard
products such as memory products is not a reliable indicator of
future sales. Orders for customized logic products vary
depending on customer needs and industry conditions, capacity
and demand, while more customers request logistics agreements
based on rolling forecasts. As a result, the Company does not
place too much reliance on backlog to manage its business and
does not use it to evaluate performance. Due to possible changes
in customer delivery schedules, cancellation of orders and
potential delays in product shipments, the Companys
backlog as of any particular date may not be indicative of
actual sales for any later period.
26
Dividends
The Company has not declared or paid any dividend during the
three months ended December 31, 2005.
Employees
As of December 31, 2005, Infineon had approximately
40,700 employees worldwide, including approximately
7,600 engaged in Research and Development.
Market for ordinary shares
The Companys ordinary shares are listed on the New York
Stock Exchange (NYSE) and the Company is one of the
Dax 30 companies listed on the Frankfurt Stock Exchange
(FSE). The Companys shares are traded under the
symbol IFX.
Relative Performance of the IFX shares since October 1,
2002 (based on Xetra daily closing prices, indexed on
September 30, 2002) is as follows:
Infineon share price performance and key data for the three
months ended December 31, 2004 and 2005 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2005 | |
|
+/- in % | |
|
|
| |
|
| |
|
| |
DAX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the period
|
|
|
3,994.96 |
|
|
|
5,082.07 |
|
|
|
27% |
|
|
High
|
|
|
4,261.79 |
|
|
|
5,458.58 |
|
|
|
28% |
|
|
Low
|
|
|
3,854.41 |
|
|
|
4,806.05 |
|
|
|
25% |
|
|
End of the period
|
|
|
4,256.08 |
|
|
|
5,408.26 |
|
|
|
27% |
|
IFX closing prices in euros (Xetra)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the period
|
|
|
8.49 |
|
|
|
8.32 |
|
|
|
(2% |
) |
|
High
|
|
|
9.00 |
|
|
|
8.51 |
|
|
|
(5% |
) |
|
Low
|
|
|
7.90 |
|
|
|
7.60 |
|
|
|
(4% |
) |
|
End of the period
|
|
|
7.98 |
|
|
|
7.73 |
|
|
|
(3% |
) |
IFX closing prices in U.S. dollars
(NYSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the period
|
|
|
10.63 |
|
|
|
9.90 |
|
|
|
(7% |
) |
|
High
|
|
|
11.74 |
|
|
|
10.03 |
|
|
|
(15% |
) |
|
Low
|
|
|
10.18 |
|
|
|
8.95 |
|
|
|
(12% |
) |
|
End of the period
|
|
|
10.90 |
|
|
|
9.10 |
|
|
|
(17% |
) |
27
Financial Calendar
|
|
|
|
|
Financial Period |
|
Period end date |
|
Results press release |
|
|
|
|
|
Second quarter
|
|
March 31, 2006
|
|
April 26, 2006
|
Publication date: February 3, 2006.
Contact information
Infineon Technologies AG
Investor Relations
Am Campeon 1-12
85579 Neubiberg/Munich, Germany
Phone: +49 89 234-26655
Fax: +49 89 234-9552987
E-Mail: investor.relations@infineon.com
Visit http://www.infineon.com/investor for an electronic
version of this report and other information.
28
As a company, we face numerous risks incidental to our business.
We face risks that are inherent to companies in the
semiconductor industry, as well as operational, financial and
regulatory risks that are unique to us. Risks relating to the
semiconductor industry include the cyclical nature of the
market, which suffers from periodic downturns and industry
overcapacity. Our production related risks include the need to
match our production capacity with demand, and to avoid
interruptions in manufacturing and supplies. We may be exposed
to claims from others that we infringe their intellectual
property rights or that we are liable for damages under
warranties. We are the subject of governmental antitrust
investigations and civil claims related to those antitrust
investigations. Financial risks include our need to have access
to sufficient capital and governmental subsidies. Our regulatory
risks include potential claims for environmental remediation. We
face numerous risks due to the international nature of our
business, including volatility in foreign countries and exchange
rate fluctuations.
These and other material risks that we face are described in
detail in the Risk Factors section of our Annual
Report on Form 20-F, which we have filed with the U.S.
Securities and Exchange Commission. A copy of our most recent
Form 20-F is available at the Investor Relations section of
our website http://www.infineon.com/investor, as well as on the
SECs website, http://www.sec.gov.
We encourage you to read the detailed description of the risks
that we face in our Form 20-F. The occurrence of one or
more of the events described in the Risk Factors section of the
Form 20-F could have a material adverse effect on our
company and our results of operations, which could result in a
drop in our share price.
|
|
|
Forward-looking Statements |
This quarterly report contains forward-looking statements.
Statements that are not historical facts, including statements
about our beliefs and expectations, are forward-looking
statements.
These forward-looking statements include statements relating to
future developments of the world semiconductor market,
especially the market for memory products, Infineons
future growth, the benefits of research and development
alliances and activities, our planned levels of future
investment in the expansion and modernization of our production
capacity, the introduction of new technology at our facilities,
the transitioning of our production processes to smaller
structures, cost savings related to such transitioning and other
initiatives, our successful development of technology based on
industry standards, our ability to offer commercially viable
products based on our technology, and our ability to achieve our
cost savings and growth targets. These statements are based on
current plans, estimates and projections, and you should not
place too much reliance on them.
These forward-looking statements speak only as of the date they
are made, and we undertake no obligation to update any of them
in light of new information or future events. These
forward-looking statements involve inherent risks and are
subject to a number of uncertainties, including trends in demand
and prices for semiconductors generally and for our products in
particular, the success of our development efforts, both alone
and with our partners, the success of our efforts to introduce
new production processes at our facilities and the actions of
our competitors, the availability of funds for planned expansion
efforts, the outcome of antitrust investigations and litigation
matters, as well as other factors. We caution you that these and
a number of other important factors could cause actual results
or outcomes to differ materially from those expressed in any
forward-looking statement. These factors include those
identified under the heading Risk Factors in the
Infineon Form 20-F annual report.
29