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
August 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 August 3, 2006 contains the quarterly report of Infineon
Technologies AG for the Companys third quarter results of the 2006 financial year.
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: August 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 AND NINE MONTHS ENDED
JUNE 30, 2006
INDEX
|
|
|
|
|
|
|
|
Page | |
|
|
| |
|
|
|
1 |
|
Condensed Consolidated
Financial Statements (Unaudited) for the three and nine months
ended June 30, 2005 and 2006:
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
5 |
|
|
|
|
|
6 |
|
|
|
|
|
7 |
|
|
|
|
|
8 |
|
|
|
|
|
9 |
|
|
|
|
33 |
|
i
OVERVIEW OF FINANCIAL RESULTS
Third Quarter of the 2006 Financial Year
|
|
|
|
|
Third quarter revenues were Euro 1.97 billion compared
to Euro 1.99 billion in the prior quarter, reflecting lower
sales in the two logic segments that were not entirely offset by
increased sales at Qimonda, the Companys memory products
business. |
|
|
|
EBIT increased to Euro 49 million, from Euro
28 million in the prior quarter. EBIT included a dilution
gain of Euro 30 million in connection with the Initial
Public Offering of Inotera Memories, Inc., which was mostly
offset by impairment and restructuring charges during the third
quarter. |
|
|
|
Net loss in the third quarter was Euro 23 million or
0.03 Euro per share compared to a net loss of Euro
26 million or 0.03 Euro per share in the prior quarter,
including charges in connection with the carve-out of Qimonda
and valuation allowances of tax assets. |
|
|
|
From the 2006 financial fourth quarter onwards, Infineon will
provide guidance for revenues and EBIT for its non-memory
businesses. Infineon expects revenues and EBIT for these
businesses to increase, driven mainly by the Communication
Solutions segment. |
For the third quarter of the 2006 financial year, Infineon
Technologies AG reported revenues of Euro
1.97 billion, a slight decrease of 1 percent
sequentially and an increase of 23 percent year-on-year.
The slight sequential revenue decrease was driven by lower
revenues in the two logic segments, which were not entirely
offset by increased sales at Qimonda.
EBIT in the third quarter of the 2006 financial year
increased significantly to Euro 49 million from Euro
28 million in the prior quarter and a loss of Euro
234 million in the same quarter last year. The sequential
EBIT increase was mainly driven by improved results at Qimonda.
EBIT in the third quarter of the 2006 financial year included a
dilution gain of Euro 30 million in connection with the
initial public offering of Inotera Memories, Inc., which was
mostly offset by impairment and restructuring charges during the
third quarter.
Net loss amounted to Euro 23 million in the third
quarter of the 2006 financial year, compared to a net loss of
Euro 26 million in the previous quarter and Euro
240 million in the same quarter last year.
Basic and diluted loss per share in the third quarter of
the 2006 financial year remained unchanged from the previous
quarter at Euro 0.03, but significantly decreased from Euro 0.32
in the same quarter last year.
Business Groups 2006 Third Quarter Performance and
Outlook
In the third quarter of the 2006 financial year, Infineon
reports for the first time its results of operations under its
new organizational structure, which became effective on
May 1, 2006, following the legal separation of its memory
products segment into a stand-alone legal company called
Qimonda AG. The results of prior periods have been
reclassified to conform to the current period presentation, as
well as to facilitate analysis of current and future operating
segment information. As a result of the reorganization, certain
corporate overhead expenses are no longer apportioned to Qimonda
and are instead allocated to Infineons two logic segments.
1
Revenues
Segment revenue developments during the third quarter of the
2006 financial year as compared to the previous quarter and the
third quarter of the 2005 financial year were as follows:
|
|
|
Net Sales by Segment for the
Third Quarter of the Financial Year
(in million Euro)
|
|
The
Automotive, Industrial and Multimarket segment third
quarter revenues were Euro 714 million, decreasing
3 percent sequentially but increasing 14 percent
year-on-year. As anticipated, revenues and EBIT in the security
& ASICs business normalized in the third quarter, causing
the slight sequential reduction in revenues.
Third quarter revenues in
the Communication Solutions segment decreased sequentially
to Euro 266 million, down 14 percent from the previous
quarter and 15 percent year-on- year. The sequential
decline in revenues in the third quarter was primarily due to a
weak revenue development in the wireless business, the phase-out
of the Companys fiber optics business, and the
normalization of revenues in the broadband access business after
a very strong second quarter.
Qimondas revenues in
the third quarter of the 2006 financial year were Euro
977 million, up 5 percent from the previous quarter
and 48 percent year-on-year. The improvement of
Qimondas revenues was driven by an increase in both
bit-shipments and average selling prices.
|
Third quarter revenues in the Other Operating
Segments were Euro 73 million, decreasing from Euro
92 million in the prior quarter and from Euro
77 million in the same quarter last year. Effective
May 1, 2006, with the completion of the Qimonda carve-out
the Other Operating Segments also include revenues that
Infineons 200-millimeter production facility in Dresden
records from the sale of wafers to Qimonda under foundry
agreements.
Earnings Before Interest and Tax (EBIT)
EBIT developments during the third quarter of the 2006
financial year as compared to the previous quarter and the third
quarter of the 2005 financial year were as follows:
The Automotive, Industrial and Multimarket segments
third quarter EBIT decreased to Euro 57 million from Euro
74 million in the previous quarter, but significantly
increased from Euro 23 million in the same quarter last
year. As anticipated, revenues and EBIT in the security &
ASICs business normalized in the third quarter, causing the
slight sequential reduction in EBIT.
The Communication Solutions segments EBIT loss
increased to Euro 61 million during the third quarter from
Euro 29 million in the previous quarter, but improved from
a loss of Euro 88 million in the same quarter last year.
The EBIT loss in the third quarter of the 2006 financial year
increased sequentially driven by lower revenues and charges of
Euro 16 million, resulting primarily from impairments of
investments.
Qimondas third quarter EBIT results significantly
improved to Euro 100 million from
Euro 21 million in the previous quarter and negative Euro
136 million in the same quarter last year. The improvement
of Qimondas EBIT was driven by an increase in both
bit-shipments and average selling prices. In addition, the
segments EBIT included a dilution gain of Euro
30 million in connection with the initial public offering
of Inotera Memories, Inc, the Companys joint venture with
Nanya Technology Corporation.
Other Operating Segments third quarter EBIT results
remained relatively unchanged compared to the second quarter.
EBIT results decreased to a loss of Euro 2 million in the
third quarter from positive Euro 1 in the prior quarter and in
the same quarter last year.
2
In Corporate and Eliminations, EBIT loss in the third
quarter of the 2006 financial year increased to Euro
45 million from Euro 39 million in the prior quarter
and Euro 34 million in the same quarter last year. The
sequential EBIT loss increase was driven by aggregate charges of
Euro 13 million, in connection with restructuring measures
in some of the Companys production facilities.
Expenses
Expenditures for Research and Development in the third
quarter totaled Euro 329 million, increasing from Euro
306 million in the prior quarter. As a percentage of
revenues, research and development expenses increased
sequentially to 17 percent of revenues from 15 percent
of revenues.
Expenses for SG&A (Selling, General &
Administrative) in the third quarter were Euro 180 million,
relatively unchanged from Euro 179 million in the prior
quarter. As a percentage of revenues, SG&A remained
unchanged from the prior quarter at 9 percent of revenues.
Liquidity
Free cash flow, representing cash flows from operating
and investing activities excluding purchases or sales of
marketable securities, improved in the third quarter of the 2006
financial year to a net inflow of Euro 6 million from a net
outflow of Euro 113 million in the previous quarter. The
primary reason for the increase was higher cash flows provided
by operating activities, which increased from Euro
194 million in the previous quarter to Euro
251 million in the third quarter of the 2006 financial
year. Gross cash position as of June 30, 2006,
representing cash and cash equivalents and marketable
securities, slightly decreased sequentially from Euro
2,064 million to Euro 2,035 million. Net cash
position, defined as gross cash position less short and
long-term debt, slightly increased sequentially from Euro
40 million to Euro 45 million as of the end of the
third quarter of the 2006 financial year.
Outlook for the Fourth Quarter of the 2006 Financial Year
Beginning with the 2006 financial fourth quarter, Infineon will
provide guidance for revenues and EBIT for its non-memory
businesses. On this basis, Infineon expects such revenues for
the fourth quarter to increase, driven in particular by ramp-ups
of products for new customers in the Communication Solutions
segment. Fourth quarter EBIT for the non-memory businesses is
anticipated to improve compared to the third quarter, driven
mostly by higher revenues in the Communication Solutions segment.
In the fourth quarter of the 2006 financial year, Infineon
expects revenues and EBIT of its Automotive, Industrial and
Multimarket segment to increase slightly. In its automotive
business, the Company anticipates a seasonally weaker fourth
quarter. After two very strong quarters in the Companys
industrial business, Infineon expects continued demand in the
fourth quarter driven predominantly by seasonality. Sales in the
security & ASICs business are expected to
re-accelerate after a
strong second and a weaker third quarter, driven mainly by an
anticipated stronger security and chip-card business.
Infineon expects revenues and EBIT of the Communication
Solutions segment to improve in the fourth quarter of the
2006 financial year compared to the third quarter. The
improvement is expected to be driven mainly by the ramp-up of
shipments to new wireless customers. The fourth quarter EBIT
results are expected to improve in line with the revenue
increase.
With respect to Qimonda, on May 10, 2006, Inotera
Memories, Inc., the Companys joint venture with Nanya
Technology Corporation, successfully completed a capital
increase and follow-on
offering on the Luxembourg Stock Exchange by the issuance of
40 million Global Depositary Shares, representing
400 million common shares, for an issuance price of NT
dollar 33 per share. In conjunction with this capital increase,
the Company realized a dilution gain of Euro 42 million,
which will be reflected in Qimondas EBIT in the fourth
quarter of the 2006 financial year. Infineons ownership
interest after the capital increase stands at 36 percent.
Prior to inclusion of potential impairment and restructuring
charges, EBIT in Other Operating Segments and
Corporate and Eliminations is expected to remain broadly
unchanged in the fourth quarter relative to the third quarter.
The Corporate and Eliminations segment will continue to reflect
the intra-group elimination of sales between Infineon and
Qimonda.
3
Infineon Technologies AG and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
For the three months ended June 30, 2005 and 2006
(in millions, except for per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, | |
|
June 30, | |
|
June 30, | |
|
|
|
|
2005 | |
|
2006 | |
|
2006 | |
|
|
|
|
|
( millions) | |
|
( millions) | |
|
($ millions) | |
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
1,396 |
|
|
|
1,954 |
|
|
|
2,497 |
|
|
|
|
Related parties
|
|
|
210 |
|
|
|
18 |
|
|
|
23 |
|
|
|
|
Total net sales
|
|
|
1,606 |
|
|
|
1,972 |
|
|
|
2,520 |
|
|
|
|
Cost of goods sold
|
|
|
1,347 |
|
|
|
1,397 |
|
|
|
1,785 |
|
|
|
|
Gross profit
|
|
|
259 |
|
|
|
575 |
|
|
|
735 |
|
|
|
|
Research and development expenses
|
|
|
320 |
|
|
|
329 |
|
|
|
420 |
|
|
|
Selling, general and administrative
expenses
|
|
|
157 |
|
|
|
180 |
|
|
|
230 |
|
|
|
Restructuring charges
|
|
|
30 |
|
|
|
13 |
|
|
|
17 |
|
|
|
Other operating expense (income),
net
|
|
|
24 |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
Operating (loss) income
|
|
|
(272 |
) |
|
|
54 |
|
|
|
69 |
|
|
|
|
Interest income (expense), net
|
|
|
9 |
|
|
|
(21 |
) |
|
|
(27 |
) |
|
|
Equity in earnings of associated
companies, net
|
|
|
18 |
|
|
|
9 |
|
|
|
12 |
|
|
|
Gain on associated company share
issuance
|
|
|
|
|
|
|
30 |
|
|
|
38 |
|
|
|
Other non-operating income
(expense), net
|
|
|
22 |
|
|
|
(39 |
) |
|
|
(50 |
) |
|
|
Minority interests
|
|
|
(2 |
) |
|
|
(5 |
) |
|
|
(6 |
) |
|
|
|
Income (loss) before income
taxes
|
|
|
(225 |
) |
|
|
28 |
|
|
|
36 |
|
|
|
|
Income tax expense
|
|
|
(15 |
) |
|
|
(51 |
) |
|
|
(65 |
) |
|
|
|
Net loss
|
|
|
(240 |
) |
|
|
(23 |
) |
|
|
(29 |
) |
|
|
|
Basic and diluted loss per share
|
|
|
(0.32 |
) |
|
|
(0.03 |
) |
|
|
(0.04 |
) |
|
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements.
4
Infineon Technologies AG and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
For the nine months ended June 30, 2005 and 2006
(in millions, except for share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, | |
|
June 30, | |
|
June 30, | |
|
|
|
|
2005 | |
|
2006 | |
|
2006 | |
|
|
|
|
|
( millions) | |
|
( millions) | |
|
($ millions) | |
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
4,320 |
|
|
|
5,269 |
|
|
|
6,733 |
|
|
|
|
Related parties
|
|
|
708 |
|
|
|
370 |
|
|
|
473 |
|
|
|
|
Total net sales
|
|
|
5,028 |
|
|
|
5,639 |
|
|
|
7,206 |
|
|
|
|
Cost of goods sold
|
|
|
3,636 |
|
|
|
4,214 |
|
|
|
5,385 |
|
|
|
|
Gross profit
|
|
|
1,392 |
|
|
|
1,425 |
|
|
|
1,821 |
|
|
|
|
Research and development expenses
|
|
|
1,003 |
|
|
|
946 |
|
|
|
1,209 |
|
|
|
Selling, general and administrative
expenses
|
|
|
483 |
|
|
|
532 |
|
|
|
680 |
|
|
|
Restructuring charges
|
|
|
55 |
|
|
|
18 |
|
|
|
23 |
|
|
|
Other operating expenses, net
|
|
|
59 |
|
|
|
11 |
|
|
|
14 |
|
|
|
|
Operating loss
|
|
|
(208 |
) |
|
|
(82 |
) |
|
|
(105 |
) |
|
|
|
Interest income (expense), net
|
|
|
14 |
|
|
|
(71 |
) |
|
|
(90 |
) |
|
|
Equity in earnings of associated
companies, net
|
|
|
44 |
|
|
|
38 |
|
|
|
49 |
|
|
|
Gain on associated company share
issuance
|
|
|
|
|
|
|
30 |
|
|
|
38 |
|
|
|
Other non-operating income
(expense), net
|
|
|
21 |
|
|
|
(21 |
) |
|
|
(27 |
) |
|
|
Minority interests
|
|
|
3 |
|
|
|
(10 |
) |
|
|
(13 |
) |
|
|
|
Loss before income taxes
|
|
|
(126 |
) |
|
|
(116 |
) |
|
|
(148 |
) |
|
|
|
Income tax expense
|
|
|
(86 |
) |
|
|
(116 |
) |
|
|
(148 |
) |
|
|
|
Net loss
|
|
|
(212 |
) |
|
|
(232 |
) |
|
|
(296 |
) |
|
|
|
Basic and diluted loss per share
|
|
|
(0.28 |
) |
|
|
(0.31 |
) |
|
|
(0.40 |
) |
|
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements.
5
Infineon Technologies AG and Subsidiaries
Condensed Consolidated Balance Sheets
September 30, 2005 and June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
June 30, | |
|
June 30, | |
|
|
|
|
2005 | |
|
2006 | |
|
2006 | |
|
|
|
|
|
( millions) | |
|
( millions) | |
|
($ millions) | |
|
|
|
|
|
|
(Unaudited) | |
|
(Unaudited) | |
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
1,148 |
|
|
|
1,364 |
|
|
|
1,743 |
|
|
|
|
Marketable securities
|
|
|
858 |
|
|
|
671 |
|
|
|
857 |
|
|
|
|
Trade accounts receivable, net
|
|
|
952 |
|
|
|
1,115 |
|
|
|
1,425 |
|
|
|
|
Inventories
|
|
|
1,022 |
|
|
|
1,281 |
|
|
|
1,637 |
|
|
|
|
Deferred income taxes
|
|
|
125 |
|
|
|
89 |
|
|
|
114 |
|
|
|
|
Other current assets
|
|
|
469 |
|
|
|
516 |
|
|
|
660 |
|
|
|
|
Total current assets
|
|
|
4,574 |
|
|
|
5,036 |
|
|
|
6,436 |
|
|
|
|
Property, plant and equipment, net
|
|
|
3,751 |
|
|
|
3,837 |
|
|
|
4,903 |
|
|
|
Long-term investments, net
|
|
|
779 |
|
|
|
617 |
|
|
|
788 |
|
|
|
Restricted cash
|
|
|
88 |
|
|
|
78 |
|
|
|
100 |
|
|
|
Deferred income taxes
|
|
|
550 |
|
|
|
525 |
|
|
|
671 |
|
|
|
Other assets
|
|
|
542 |
|
|
|
420 |
|
|
|
537 |
|
|
|
|
Total assets
|
|
|
10,284 |
|
|
|
10,513 |
|
|
|
13,435 |
|
|
|
|
Liabilities and shareholders
equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt and current
maturities
|
|
|
99 |
|
|
|
752 |
|
|
|
961 |
|
|
|
|
Trade accounts payable
|
|
|
1,069 |
|
|
|
1,154 |
|
|
|
1,475 |
|
|
|
|
Accrued liabilities
|
|
|
497 |
|
|
|
520 |
|
|
|
665 |
|
|
|
|
Deferred income taxes
|
|
|
17 |
|
|
|
35 |
|
|
|
45 |
|
|
|
|
Other current liabilities
|
|
|
700 |
|
|
|
660 |
|
|
|
842 |
|
|
|
|
Total current liabilities
|
|
|
2,382 |
|
|
|
3,121 |
|
|
|
3,988 |
|
|
|
|
Long-term debt
|
|
|
1,566 |
|
|
|
1,238 |
|
|
|
1,582 |
|
|
|
Deferred income taxes
|
|
|
65 |
|
|
|
43 |
|
|
|
55 |
|
|
|
Other liabilities
|
|
|
642 |
|
|
|
736 |
|
|
|
941 |
|
|
|
|
Total liabilities
|
|
|
4,655 |
|
|
|
5,138 |
|
|
|
6,566 |
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary share capital
|
|
|
1,495 |
|
|
|
1,495 |
|
|
|
1,910 |
|
|
|
|
Additional paid-in capital
|
|
|
5,800 |
|
|
|
5,821 |
|
|
|
7,439 |
|
|
|
|
Accumulated deficit
|
|
|
(1,512 |
) |
|
|
(1,744 |
) |
|
|
(2,229 |
) |
|
|
|
Accumulated other comprehensive loss
|
|
|
(154 |
) |
|
|
(197 |
) |
|
|
(251 |
) |
|
|
|
Total shareholders equity
|
|
|
5,629 |
|
|
|
5,375 |
|
|
|
6,869 |
|
|
|
|
Total liabilities and
shareholders equity
|
|
|
10,284 |
|
|
|
10,513 |
|
|
|
13,435 |
|
|
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements.
6
Infineon Technologies AG and Subsidiaries
Condensed Consolidated Statements of Shareholders
Equity (Unaudited)
for the nine months ended June 30, 2005 and 2006
(in millions, except for share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Issued | |
|
|
|
Foreign | |
|
Additional | |
|
|
|
Unrealized | |
|
|
|
|
Ordinary shares | |
|
Additional | |
|
|
|
currency | |
|
minimum | |
|
Unrealized | |
|
gain (loss) on | |
|
|
|
|
| |
|
paid-in | |
|
Accumulated | |
|
translation | |
|
pension | |
|
gain (loss) on | |
|
cash 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 loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(212 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(212 |
) |
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
3 |
|
|
|
(24 |
) |
|
|
5 |
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(207 |
) |
|
Issuance of ordinary shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
9,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of
June 30, 2005
|
|
|
747,569,359 |
|
|
|
1,495 |
|
|
|
5,800 |
|
|
|
(1,412 |
) |
|
|
(96 |
) |
|
|
|
|
|
|
7 |
|
|
|
(23 |
) |
|
|
5,771 |
|
|
|
Balance as of
October 1, 2005
|
|
|
747,569,359 |
|
|
|
1,495 |
|
|
|
5,800 |
|
|
|
(1,512 |
) |
|
|
(58 |
) |
|
|
(84 |
) |
|
|
12 |
|
|
|
(24 |
) |
|
|
5,629 |
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(232 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(232 |
) |
Other comprehensive
(loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34 |
) |
|
|
(1 |
) |
|
|
(12 |
) |
|
|
4 |
|
|
|
(43 |
) |
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(275 |
) |
|
Issuance of ordinary shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
27,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21 |
|
|
Balance as of
June 30, 2006
|
|
|
747,596,959 |
|
|
|
1,495 |
|
|
|
5,821 |
|
|
|
(1,744 |
) |
|
|
(92 |
) |
|
|
(85 |
) |
|
|
|
|
|
|
(20 |
) |
|
|
5,375 |
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements.
7
Infineon Technologies AG and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the nine months ended June 30, 2005 and 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, | |
|
June 30, | |
|
June 30, | |
|
|
|
|
2005 | |
|
2006 | |
|
2006 | |
|
|
|
|
|
( millions) | |
|
( millions) | |
|
($ millions) | |
|
|
Net loss
|
|
|
(212 |
) |
|
|
(232 |
) |
|
|
(296 |
) |
|
|
Adjustments to reconcile net loss
to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
977 |
|
|
|
1,054 |
|
|
|
1,347 |
|
|
|
|
Provision for (recovery of)
doubtful accounts
|
|
|
(3 |
) |
|
|
3 |
|
|
|
4 |
|
|
|
|
Gain on sale of marketable
securities
|
|
|
(8 |
) |
|
|
(3 |
) |
|
|
(4 |
) |
|
|
|
Loss (gain) on sale of
businesses
|
|
|
(38 |
) |
|
|
1 |
|
|
|
1 |
|
|
|
|
Gain on disposal of property,
plant, and equipment
|
|
|
(6 |
) |
|
|
(4 |
) |
|
|
(5 |
) |
|
|
|
Equity in earnings of associated
companies, net
|
|
|
(44 |
) |
|
|
(38 |
) |
|
|
(49 |
) |
|
|
|
Gain on associated company share
issuance
|
|
|
|
|
|
|
(30 |
) |
|
|
(38 |
) |
|
|
|
Minority interests
|
|
|
(3 |
) |
|
|
10 |
|
|
|
13 |
|
|
|
|
Impairment charges
|
|
|
104 |
|
|
|
14 |
|
|
|
18 |
|
|
|
|
Other non-cash items
|
|
|
|
|
|
|
4 |
|
|
|
5 |
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
21 |
|
|
|
27 |
|
|
|
|
Deferred income taxes
|
|
|
51 |
|
|
|
68 |
|
|
|
87 |
|
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
|
202 |
|
|
|
(170 |
) |
|
|
(217 |
) |
|
|
|
Inventories
|
|
|
35 |
|
|
|
(223 |
) |
|
|
(286 |
) |
|
|
|
Other current assets
|
|
|
(102 |
) |
|
|
3 |
|
|
|
4 |
|
|
|
|
Trade accounts payable
|
|
|
(99 |
) |
|
|
138 |
|
|
|
176 |
|
|
|
|
Accrued liabilities
|
|
|
(129 |
) |
|
|
20 |
|
|
|
26 |
|
|
|
|
Other current liabilities
|
|
|
4 |
|
|
|
(6 |
) |
|
|
(8 |
) |
|
|
|
Other assets and liabilities
|
|
|
60 |
|
|
|
(83 |
) |
|
|
(106 |
) |
|
|
|
Net cash provided by operating
activities
|
|
|
789 |
|
|
|
547 |
|
|
|
699 |
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of marketable securities
available for sale
|
|
|
(2,002 |
) |
|
|
(460 |
) |
|
|
(589 |
) |
|
|
|
Proceeds from sale of marketable
securities available for sale
|
|
|
2,471 |
|
|
|
639 |
|
|
|
817 |
|
|
|
|
Proceeds from sale of businesses
|
|
|
103 |
|
|
|
10 |
|
|
|
13 |
|
|
|
|
Investment in associated and
related companies, net of cash acquired
|
|
|
(97 |
) |
|
|
118 |
|
|
|
151 |
|
|
|
|
Dividends received from equity
investments
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of intangible assets
|
|
|
(21 |
) |
|
|
(7 |
) |
|
|
(9 |
) |
|
|
|
Purchases of property, plant and
equipment
|
|
|
(1,135 |
) |
|
|
(965 |
) |
|
|
(1,233 |
) |
|
|
|
Proceeds from sales of property,
plant and equipment
|
|
|
45 |
|
|
|
15 |
|
|
|
19 |
|
|
|
|
Net cash used in investing
activities
|
|
|
(586 |
) |
|
|
(650 |
) |
|
|
(831 |
) |
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in short-term debt
|
|
|
(20 |
) |
|
|
4 |
|
|
|
5 |
|
|
|
|
Net change in related party
financial receivables and payables
|
|
|
(16 |
) |
|
|
3 |
|
|
|
4 |
|
|
|
|
Proceeds from issuance of long-term
debt
|
|
|
145 |
|
|
|
378 |
|
|
|
483 |
|
|
|
|
Principal repayments of long-term
debt
|
|
|
(49 |
) |
|
|
(56 |
) |
|
|
(72 |
) |
|
|
|
Proceeds from issuance of
redeemable interests in associated company
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
Change in restricted cash
|
|
|
21 |
|
|
|
10 |
|
|
|
13 |
|
|
|
|
Capital distributions to minority
interests
|
|
|
|
|
|
|
(5 |
) |
|
|
(6 |
) |
|
|
|
Net cash provided by financing
activities
|
|
|
103 |
|
|
|
334 |
|
|
|
427 |
|
|
|
|
Effect of foreign exchange rate
changes on cash and cash equivalents
|
|
|
4 |
|
|
|
(15 |
) |
|
|
(19 |
) |
|
|
Net increase in cash and cash
equivalents
|
|
|
310 |
|
|
|
216 |
|
|
|
276 |
|
|
|
Cash and cash equivalents at
beginning of period
|
|
|
608 |
|
|
|
1,148 |
|
|
|
1,467 |
|
|
|
|
Cash and cash equivalents at end of
period
|
|
|
918 |
|
|
|
1,364 |
|
|
|
1,743 |
|
|
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements.
8
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
1. Basis of Presentation
The accompanying condensed consolidated financial statements of
Infineon Technologies AG and its subsidiaries
(Infineon or the Company) as of and for
the three and nine months ended June 30, 2005 and 2006,
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 addition, although the
condensed consolidated balance sheet as of September 30,
2005 was derived from audited financial statements, it does not
include all disclosures required by U.S. GAAP. In the
opinion of management, the accompanying condensed consolidated
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
condensed consolidated 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 June 30, 2006, the condensed consolidated statements of
operations for the three and nine months then ended, and the
condensed consolidated statements of cash flows for the nine
months then ended are also presented in U.S. dollars
($), solely for the convenience of the reader, at
the rate of one euro = $1.2779, the U.S. Federal Reserve
noon buying rate on June 30, 2006.
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 are 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
9
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
amounts have not been restated and do not reflect the
recognition of stock-based compensation. Disclosures are
provided in note 16.
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.
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.
3. Separation of Memory Products
Business
On November 17, 2005, Infineon announced its intention to
separate its memory products business from the remainder of its
activities and place the memory products business in a
stand-alone legal structure, with the preferred goal of
conducting a public offering of the shares of the new company
(the Offering). Effective May 1, 2006,
substantially all the memory products-related assets and
liabilities, operations and activities of Infineon were
contributed to Qimonda AG (Qimonda), a stand-alone
legal company (the Formation). In conjunction with
the Formation the Company entered into a contribution agreement
and various other service agreements with Qimonda. In cases
where physical contribution (ownership transfer) of assets and
liabilities are not feasible or cost effective, the monetary
value will be transferred in the form of cash or debt. The
Companys operations in Japan and Korea are expected to be
legally transferred to Qimonda during the three months ending
December 31, 2006, and are to be held for Qimondas
benefit until such transfer occurs. The Companys
investment in Inotera Memories Inc. (Inotera) is
held in trust by Infineon subject to the expiration of the
lock-up provisions under Taiwan securities law (see
note 12). The Companys investment in Advanced Mask
Technology Center GmbH & Co. (AMTC) is intended
to be transferred to Qimonda after approval by the other
shareholders in the venture. In connection with the Formation,
Qimondas ordinary shares outstanding were increased to
300,000,000, all of which are currently owned by Infineon. The
Company anticipates completing the Offering, depending on market
conditions, during the three months ending September 30,
2006 (see note 23).
The contribution agreement includes provisions pursuant to which
Qimonda agreed to indemnify Infineon against any claim
(including any related expenses) arising in connection with the
liabilities, contracts, offers, incompleted transactions,
continuing obligations, risks, encumbrances, guarantees and
other matters relating to the memory products business that were
transferred to it as part of the Formation. In addition, the
contribution agreement provides for indemnification of Infineon
with respect to certain existing and future legal claims and
potential restructuring costs incurred in connection with the
rampdown of production in Module 1 of Infineon Technologies
Dresden GmbH & Co. OHG. With the exception of the securities
and certain patent infringement and antitrust claims identified
in note 21, Qimonda is obligated to indemnify Infineon
against any liability arising in connection with the claims
relating to the memory products business described in that
section. Qimonda has agreed to indemnify Infineon for
60 percent of any license fee payments to which Infineon
may agree in connection with ongoing negotiations relating to
licensing and cross-licensing arrangements with a small number
of third parties. These payments could be substantial and could
remain in effect for lengthy periods.
10
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
4. Acquisitions
In April 2001, the Company established the Infineon Technologies
Flash joint venture (then called Ingentix) in which
the Company held a 51 percent ownership interest with
Saifun Semiconductors Ltd. (Saifun). In the 2003
financial year, the Company increased its ownership interest to
70 percent by contributing additional capital and
converting existing shareholder loans to equity. The joint
venture operated through two companies, Infineon Technologies
Flash GmbH & Co. KG, located in Dresden, Germany, and
Infineon Technologies Flash Ltd., located in Netanya, Israel.
During December 2004, Saifun and Infineon modified their
cooperation agreement. As a consequence, the Company consummated
the acquisition of Saifuns remaining 30 percent share
in the Infineon Technologies Flash joint venture in January 2005
and was granted a license for the use of Saifun
NROM®
technologies, in exchange for $95 million to be paid in
quarterly instalments over 10 years and additional purchase
consideration primarily in the form of net liabilities assumed
aggregating to 7. The
assets acquired and liabilities assumed were recorded based upon
their estimated fair values as of the date of the acquisition.
The excess of the purchase price over the estimated fair values
of the underlying assets acquired and liabilities assumed
amounted to 7 and was
allocated to goodwill. The Company has sole ownership and
responsibility for the business and started to account for its
entire financial results in the second quarter of the 2005
financial year.
|
|
|
|
|
|
Acquisition Date |
|
January 2005 | |
Segment |
|
Qimonda | |
|
|
| |
Cash
|
|
|
1 |
|
Other current assets
|
|
|
16 |
|
Property, plant and equipment
|
|
|
4 |
|
Intangible assets
license
|
|
|
58 |
|
Goodwill
|
|
|
7 |
|
Other non-current assets
|
|
|
3 |
|
|
|
|
|
|
Total assets acquired
|
|
|
89 |
|
|
|
|
|
Current liabilities
|
|
|
(45 |
) |
Non-current liabilities (including
debt)
|
|
|
(2 |
) |
|
|
|
|
|
Total liabilities assumed
|
|
|
(47 |
) |
|
|
|
|
Net assets acquired
|
|
|
42 |
|
|
|
|
|
5. Divestitures
On December 23, 2004 the Company agreed to sell its venture
capital activities, reflected in the Other Operating Segment, to
Cipio Partners, a venture capital company. Under the terms of
the agreement, the Company sold its interest in Infineon
Ventures GmbH including the majority of the venture investments
held therein. The transaction closed on February 23, 2005.
As a result of the sale, the Company realized a gain before tax
of 13 during the
quarter ended March 31, 2005, which was recorded in other
non-operating income.
On April 29, 2004, the Company entered into an agreement
with Finisar Corporation (Finisar) to sell the fiber
optics business, reflected in the Communication Solutions
segment. The agreement was amended on October 11, 2004,
pursuant to which the Company would receive 110 million
shares in Finisar in exchange for its fiber optics business and
financial assistance with restructuring measures to be taken in
future periods. The final number of Finisar shares that the
Company would receive would have been subject to adjustment for
changes in working capital of the fiber optics business.
Additionally, the agreement contained a three-year non-compete
clause and limited the aggregate indemnification liability to
20% of the consideration paid by Finisar. The purchase agreement
would be terminated by mutual consent if the transaction were
not to be consummated by March 31, 2005.
On January 11, 2005, the Company decided to terminate the
agreement with Finisar dated October 11, 2004. On
January 25, 2005, Finisar and the Company entered into a
new agreement under which Finisar acquired certain assets of the
Companys fiber optics business. Under the terms of the
11
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
new agreement, the Company received 34 million shares of
Finisars common stock valued at
40 as consideration
for the sale of inventory, fixed assets and intellectual
property associated with the design and manufacture of fiber
optic transceivers. The Company also agreed to provide Finisar
with contract manufacturing services under a separate supply
agreement for up to one year following the closing. The
transaction did not require shareholder or regulatory approval
and closed on January 31, 2005. As a result of the
transaction, the Company realized a gain before tax of
21 during the quarter
ended March 31, 2005, which was recorded in other operating
income. Following the transaction, the Companys equity
interest in Finisar was approximately 13%.
On April 8, 2005, the Company sold to VantagePoint Venture
Partners its entire interest in Finisars common stock. As
a result of the sale, the Company recorded an
other-than-temporary impairment of
8 in other
non-operating expense during the second quarter of the 2005
financial year, to reduce the investments carrying value
to the net sale proceeds.
The Company retained ownership of its remaining fiber optics
businesses consisting of bi-directional fiber transmission
(BIDI) components for Fiber-To-The-Home (FTTH)
applications, parallel optical components (PAROLI) and plastic
optical fiber (POF) components that are used in automotive
applications which were reclassified from held for sale to held
and used during the second quarter of financial year 2005, and
were restructured. The reclassification of the retained fiber
optic businesses into the held and used category was measured at
the lower of their carrying amount before they were classified
as held for sale, adjusted for depreciation expense that would
have been recognized had the retained fiber optic businesses
been continuously classified as held and used, or the fair value
of the assets at January 25, 2005. Accordingly, the Company
recognized an impairment charge of
34 in other operating
expenses during the three months ended March 31, 2005.
On April 7, 2005 the Company and Exar Corporation
(Exar) entered into an agreement whereby Exar
acquired for $11 million cash a significant portion of the
Companys optical networking business unit. The acquisition
included assets relating to multi-rate TDM framer products,
Fiber Channel over SONET/SDH, Resilent Packet Ring (RPR), as
well as certain intellectual property for Data Over SONET
products. As a result of the sale, the Company reclassified
related non-current assets into assets held for sale during the
second quarter of the 2005 financial year and reduced their
carrying value to the net sale proceeds. The sale of the assets
was consummated during the third quarter of the 2005 financial
year.
6. Licenses
On November 10, 2004, the Company and ProMOS Technologies
inc. (ProMOS) reached an agreement regarding
ProMOS license of the Companys previously
transferred technologies, pursuant to which ProMOS may continue
to produce and sell products using those technologies and to
develop its own processes and products. The Company has no
continuing future involvement with the licensing of these
products to ProMOS. As full consideration, ProMOS agreed to pay
the Company $156 million in four instalments through
April 30, 2006, against which the Companys accrued
payable for DRAM products from ProMOS of $36 million was
offset. The parties agreed to withdraw their respective claims,
including arbitration. The present value of the settlement
amounted to 118 and
was recognized as license income during the first quarter of the
2005 financial year.
On March 18, 2005 the Company and Rambus Inc.
(Rambus) reached an agreement settling all claims
between them and licensing the Rambus patent portfolio for use
in current and future Company products. Rambus granted to the
Company a worldwide license to existing and future Rambus
patents and patent applications for use in the Companys
memory products. In exchange for this worldwide license, the
Company agreed to pay $50 million in quarterly instalments
of $6 million between November 15, 2005 and
November 15, 2007. As of March 31, 2005, the Company
recorded a license and corresponding liability in the amount of
37, representing the
estimated present value of the minimum future license payments.
After November 15, 2007, and only if Rambus enters into
additional specified licensing agreements with certain other
DRAM manufacturers, the Company would make additional quarterly
payments which may accumulate up to a maximum of an additional
$100 million. The agreement also provides the Company an
option for acquiring certain other licenses. All licenses
12
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
provide for the Company to be treated as a most-favored
customer of Rambus. The Company simultaneously granted to
Rambus a fully-paid perpetual license for memory interfaces. In
addition to the licenses, the two companies agreed to the
immediate dismissal of all pending litigation and released each
other from all existing legal claims.
In connection with the acquisition of Saifuns remaining
30% share in the Infineon Technologies Flash joint venture
during January 2005, the Company was granted a license for the
use of Saifun
NROM®
technologies (see note 4). During the second quarter of the
2005 financial year, the Company recorded the license of
58 and a corresponding
liability in the amount of
58, representing the
estimated fair value of the license and minimum future license
payments, respectively. The Company retained the option to
terminate the entire license or parts thereof at any time
without penalty. During the quarter ended June 30, 2005,
the Company exercised its termination option and cancelled the
portion of the license encompassing
NROM®
Code Flash products. As a result of the partial termination, the
license asset and related liability were reduced to
28 and
29, respectively, as
of June 30, 2005.
On June 14, 2006, the Company and MOSAID Technologies Inc.
(MOSAID) reached agreements settling all claims
between them and licensing the MOSAID patent portfolio for use
in current and future Company products. MOSAID purchased fifty
patents from Infineon, including patents related to a range of
technologies such as DRAM memory, power management ICs,
semiconductor process technology and digital radio applications.
Under the terms of the settlement agreements, Infineon retains
royalty-free lives of the patents licenses to use
these patents in the manufacturing and sale of any products. In
addition, MOSAID granted to Infineon a six year license to use
any MOSAID patents in the manufacturing and sale of
semiconductor products, as well as a lives of the
patents license to those MOSAID patent families that had
been in dispute. In exchange for these licenses, the Company
agreed to make license payments commencing on July 1, 2006
over a six-year term.
7. Restructuring
During the third quarter of the 2005 financial year, the Company
agreed upon measures to restructure its chip manufacturing
within the manufacturing sites Munich-Perlach, Regensburg and
Villach. Production from Munich-Perlach is being largely
transferred to Regensburg and to a lesser extent to Villach.
Manufacturing at Munich-Perlach is expected to be phased out by
early 2007 as numerous products are running out of their
production life span. As part of the restructuring, the Company
agreed upon plans to terminate approximately 640 employees. It
is expected that the terminations will be completed in the 2007
financial year.
During the third quarter of the 2006 financial year,
restructuring plans were announced to downsize the workforce at
ALTIS and the Companys Chip Card back-end activities in
order to maintain competitiveness and reduce cost. As part of
the restructurings, it is expected that a total of 490 employees
will be terminated. The exact amount of the restructuring
charges can not be estimated at this time due to the early stage
of negotiations with the respective works councils.
In connection with the restructuring initiatives taken by the
Company, restructuring charges of
13 and
18 were recognized
during the three and nine months ended June 30, 2006,
respectively.
The development of the restructuring liability during the nine
months ended June 30, 2006, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
|
|
|
|
June 30, | |
|
|
2005 | |
|
|
|
|
|
2006 | |
|
|
| |
|
Restructuring | |
|
|
|
| |
|
|
Liabilities | |
|
Charges | |
|
Payments | |
|
Liabilities | |
|
|
| |
|
| |
|
| |
|
| |
Employee terminations
|
|
|
64 |
|
|
|
17 |
|
|
|
(25) |
|
|
|
56 |
|
Other exit costs
|
|
|
8 |
|
|
|
1 |
|
|
|
(2) |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
72 |
|
|
|
18 |
|
|
|
(27) |
|
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
8. Income Taxes
Income (loss) before income taxes and minority interest is
attributable to the following geographic locations for the three
and nine months ended June 30, 2005 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
Nine months ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Germany
|
|
|
(296) |
|
|
|
(40) |
|
|
|
(250) |
|
|
|
(347) |
|
Foreign
|
|
|
73 |
|
|
|
73 |
|
|
|
121 |
|
|
|
241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(223) |
|
|
|
33 |
|
|
|
(129) |
|
|
|
(106) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense for the three and nine months ended
June 30, 2005 and 2006 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
Nine months ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Current taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany
|
|
|
(6) |
|
|
|
(37) |
|
|
|
(28) |
|
|
|
(40) |
|
|
Foreign
|
|
|
(3) |
|
|
|
(2) |
|
|
|
(7) |
|
|
|
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9) |
|
|
|
(39) |
|
|
|
(35) |
|
|
|
(48) |
|
Deferred taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany
|
|
|
(5) |
|
|
|
(6) |
|
|
|
(42) |
|
|
|
(44) |
|
|
Foreign
|
|
|
(1) |
|
|
|
(6) |
|
|
|
(9) |
|
|
|
(24) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|
|
|
(12) |
|
|
|
(51) |
|
|
|
(68) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(15) |
|
|
|
(51) |
|
|
|
(86) |
|
|
|
(116) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2006, the Company had in Germany tax loss
carry-forwards of
2,434 (relating to
both trade and corporate tax, plus an additional loss
carry-forward applicable only to trade tax of
1,116); in other
jurisdictions the Company had tax loss carry-forwards of
210 and tax effected
credit carry-forwards of
110. 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
June 30, 2006, 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.
9. Loss Per Share
Basic loss per share (EPS) is
calculated by dividing net 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
14
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
additional ordinary shares that would have been outstanding if
potentially dilutive instruments or ordinary share equivalents
had been issued.
The computation of basic and diluted EPS for the three and nine
months ended June 30, 2005 and 2006, is as follows (shares
in million):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
Nine months ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(240 |
) |
|
|
(23 |
) |
|
|
(212 |
) |
|
|
(232 |
) |
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
outstanding-basic
|
|
|
747.6 |
|
|
|
747.6 |
|
|
|
747.6 |
|
|
|
747.6 |
|
|
Effect of dilutive instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
outstanding-diluted
|
|
|
747.6 |
|
|
|
747.6 |
|
|
|
747.6 |
|
|
|
747.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share (in euro):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
(0.32 |
) |
|
|
(0.03 |
) |
|
|
(0.28 |
) |
|
|
(0.31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average of potentially dilutive instruments that
were excluded from the diluted 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 40.7 million and
46.6 million shares underlying employee stock options for
the three months ended June 30, 2005 and 2006,
respectively, and include 39.2 million and
46.9 million shares underlying employee stock options for
the nine months ended June 30, 2005 and 2006, respectively.
Additionally, 86.5 million ordinary shares issuable upon
the conversion of the subordinated convertible notes at
June 30, 2005 and 2006, were not included in the
computation of diluted loss per share as their
impact would have been antidilutive.
10. Trade Accounts Receivable,
net
Trade accounts receivable, net at September 30, 2005 and
June 30, 2006 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
June 30, | |
|
|
2005 | |
|
2006 | |
|
|
| |
|
| |
Third party trade
|
|
|
839 |
|
|
|
1,151 |
|
Siemens group trade
(note 18)
|
|
|
145 |
|
|
|
|
|
Associated and Related
Companies trade (note 18)
|
|
|
12 |
|
|
|
11 |
|
|
|
|
|
|
|
|
Trade accounts receivable, gross
|
|
|
996 |
|
|
|
1,162 |
|
|
Allowance for doubtful accounts
|
|
|
(44 |
) |
|
|
(47 |
) |
|
|
|
|
|
|
|
Trade accounts receivable, net
|
|
|
952 |
|
|
|
1,115 |
|
|
|
|
|
|
|
|
11. Inventories
Inventories at September 30, 2005 and June 30, 2006
consist of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
June 30, | |
|
|
2005 | |
|
2006 | |
|
|
| |
|
| |
Raw materials and supplies
|
|
|
87 |
|
|
|
114 |
|
Work-in-process
|
|
|
569 |
|
|
|
787 |
|
Finished goods
|
|
|
366 |
|
|
|
380 |
|
|
|
|
|
|
|
|
Inventories
|
|
|
1,022 |
|
|
|
1,281 |
|
|
|
|
|
|
|
|
15
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
12. 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 have
been developing 75- and
58-nanometer
technology. The new
300-millimeter
manufacturing facility is funded by Inotera and employs the
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 fourth quarter of the 2006 financial year. The first
300-millimeter wafer
memory products using the new
58-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
June 30, 2006, the Companys direct and indirect
ownership interest in Inotera was 36.0%.
On March 17, 2006 Inotera successfully completed an initial
public offering (IPO) on the Taiwanese stock
exchange of 200 million ordinary shares, representing 7.97%
of its outstanding share capital before IPO, for an issuance
price of NT$33 per share. As a result, the Companys
ownership interest was diluted to 41.4% while its proportional
share of Inoteras equity increased by approximately
30, which gain the
Company recognized as part of non-operating income during the
three months ended June 30, 2006.
On May 10, 2006, Inotera successfully completed a public
offering on the Luxembourg Stock Exchange of 40 million
global depositary shares (representing 400,000,000 common
shares) which are traded on the Euro MTF market and represent
14.8% of its outstanding share capital before the offering, for
an issuance price of NT$33 per common share. As a result, the
Companys ownership interest was diluted to 36.0% while its
proportional share of Inoteras equity increased by
42, which gain the
Company will reflect as part of non-operating income during the
three months ending September 30, 2006.
The agreement governing the joint venture with Nanya allows
Infineon to transfer its shares in Inotera to Qimonda. However,
under Taiwanese law, Infineons shares in Inotera are
subject to a compulsory restriction on transfer (lock-up) as a
result of Inoteras IPO earlier this year. Infineon may
only transfer these shares to Qimonda gradually over the four
years following Inoteras IPO. The Company is currently
negotiating with the Taiwanese authorities to receive an
exemption from this restriction that would permit the immediate
transfer of all of these shares to Qimonda. In connection with
the Formation, Infineon and Qimonda entered into a trust
agreement under which Infineon holds its Inotera shares in trust
for Qimonda until the shares can be transferred. This trust
agreement provides for Infineon to transfer the shares to
Qimonda as and when the transfer restrictions expire or Qimonda
receives the exemption from the
lock-up.
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 shares 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 shares of ALTIS)
in increments of 10% after April 1, 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
16
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
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.
The following table summarizes the elimination of the investment
in ALTIS as previously accounted for under the equity method of
accounting, and the Companys first consolidation of ALTIS
during the quarter ended December 31, 2005:
|
|
|
|
|
|
|
|
ALTIS | |
|
|
| |
Consolidation Date |
|
December 2005 | |
Segment |
|
Communication Solutions | |
|
|
| |
Cash
|
|
|
119 |
|
Inventories
|
|
|
45 |
|
Other current assets
|
|
|
10 |
|
Property, plant and equipment
|
|
|
212 |
|
Long-term investment
|
|
|
(202 |
) |
Other non-current assets
|
|
|
(47 |
) |
|
|
|
|
|
Total assets consolidated
|
|
|
137 |
|
Current liabilities
|
|
|
(79 |
) |
Non-current liabilities (including
debt)
|
|
|
6 |
|
Deferred tax liabilities
|
|
|
3 |
|
Minority Interests
|
|
|
207 |
|
|
|
|
|
|
Total liabilities consolidated
|
|
|
137 |
|
|
|
|
|
Net assets consolidated
|
|
|
|
|
|
|
|
|
Cash paid
|
|
|
|
|
During the quarter ended March 31, 2006, the Company
engaged an independent third party to assist in the valuation of
net assets consolidated of ALTIS. As a result of the valuation,
assets and liabilities consolidated were adjusted to the amounts
presented in the table above.
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.
The Company recognized impairment charges related to certain
investments for which the carrying value exceeded the fair value
on an other-than-temporary basis, of
16 and
12 for the three
months ended June 30, 2005 and 2006, respectively, and
18 and
12 for the nine months
ended June 30, 2005 and 2006, respectively.
13. Other Assets
During the three months ended March 31, 2005, as a result
of the combination of sustained negative cash flows and updated
market expectations, the Company revised the forecasted returns
for the Customer Premises Equipment (CPE) reporting
unit within the Communication Solutions segment.
Accordingly, the Company tested the reporting units
goodwill for impairment using a present value technique based on
discounted estimated future cash flows pursuant to
SFAS No. 142, Goodwill and Other Intangible
Assets, and recognized an impairment charge of
12 in other operating
expenses during the second quarter of the 2005 financial year to
reduce the reporting units goodwill to its estimated fair
value.
17
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
During the third quarter of 2005, the Company reorganized its
Wireless Infrastructure reporting unit within the Communication
Solutions segment. In connection with the reorganization, the
Company tested the reporting units goodwill for impairment
using a present value technique based on discounted estimated
future cash flows pursuant to SFAS No. 142, and
recognized an impairment charge of
2 in other operating
expenses to reduce the reporting units goodwill to its
estimated fair value. The Company also concluded that sufficient
indicators existed to require an assessment of whether the
carrying values of certain other intangible assets in the
Wireless Infrastructure, Short Range Wireless, and RF Engine
reporting units within the Communication Solutions segment may
not be recoverable. Recoverability of other intangible assets
was measured by a comparison of the carrying amount of the
assets to the future net cash flows expected to be generated by
the assets. Impairments of
25 were recognized
during the quarter ended June 30, 2005 in other operating
expenses, representing the amount by which the carrying amount
of the assets exceeded their fair value, measured by discounted
estimated future cash flows.
14. Trade Accounts Payable
Trade accounts payable at September 30, 2005 and
June 30, 2006 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
June 30, | |
|
|
2005 | |
|
2006 | |
|
|
| |
|
| |
Third party trade
|
|
|
868 |
|
|
|
1,045 |
|
Siemens group trade
(note 18)
|
|
|
61 |
|
|
|
|
|
Associated and Related
Companies trade (note 18)
|
|
|
140 |
|
|
|
109 |
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
|
1,069 |
|
|
|
1,154 |
|
|
|
|
|
|
|
|
15. Debt
Debt at September 30, 2005 and June 30, 2006 consists
of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
June 30, | |
|
|
2005 | |
|
2006 | |
|
|
| |
|
| |
Short-term debt:
|
|
|
|
|
|
|
|
|
|
Loans payable to banks, weighted
average rate 2.34%
|
|
|
51 |
|
|
|
54 |
|
|
Convertible subordinated notes,
4.25%, due 2007
|
|
|
|
|
|
|
636 |
|
|
Current portion of long-term debt
|
|
|
48 |
|
|
|
62 |
|
|
|
|
|
|
|
|
Total short-term debt and current
maturities
|
|
|
99 |
|
|
|
752 |
|
|
|
|
|
|
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
Convertible subordinated notes,
4.25%, due 2007
|
|
|
633 |
|
|
|
|
|
|
Convertible subordinated notes,
5.0%, due 2010
|
|
|
690 |
|
|
|
692 |
|
|
Loans payable to banks:
|
|
|
|
|
|
|
|
|
|
|
Unsecured term loans, weighted
average rate 4.63%, due 2009-2013
|
|
|
206 |
|
|
|
485 |
|
|
|
Secured term loans, weighted
average rate 1.79%, due 2013
|
|
|
9 |
|
|
|
8 |
|
|
Other loans payable, weighted
average rate 3.74%, due 2011
|
|
|
|
|
|
|
4 |
|
|
Notes payable to governmental
entity, rate 1.98%, due 2010-2027
|
|
|
28 |
|
|
|
49 |
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
1,566 |
|
|
|
1,238 |
|
|
|
|
|
|
|
|
On January 24, 2006, the Company drew down
$345 million from one of its existing long-term credit
facilities. The proceeds were primarily drawn to refinance
the ramp-up of the Companys
300-millimeter
production facility in Richmond.
18
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2006 | |
|
|
Nature of financial | |
|
|
|
| |
|
|
Institution | |
|
Purpose/intended |
|
Aggregate | |
|
|
Term |
|
Commitment | |
|
use |
|
facility | |
|
Drawn | |
|
Available | |
|
|
| |
|
|
|
| |
|
| |
|
| |
|
|
|
|
|
|
working capital,
|
|
|
|
|
|
|
|
|
|
|
|
|
short-term
|
|
|
firm commitment |
|
|
guarantees
|
|
|
103 |
|
|
|
54 |
|
|
|
49 |
|
|
|
|
|
|
|
|
working capital,
|
|
|
|
|
|
|
|
|
|
|
|
|
short-term
|
|
|
no firm commitment |
|
|
cash management
|
|
|
342 |
|
|
|
|
|
|
|
342 |
|
|
long-term
|
|
|
firm commitment |
|
|
working capital
|
|
|
720 |
|
|
|
276 |
|
|
|
444 |
|
|
long-term(1)
|
|
|
firm commitment |
|
|
project finance
|
|
|
332 |
|
|
|
332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
1,497 |
|
|
|
662 |
|
|
|
835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Including current maturities. |
16. Stock-based Compensation
A summary of the Companys stock option plans as of
June 30, 2006, and changes during the nine months then
ended is presented below (options in million, exercise prices in
Euro):
|
|
|
|
|
|
|
|
|
|
|
Nine months ended | |
|
|
June 30, 2006 | |
|
|
| |
|
|
|
|
Weighted- | |
|
|
|
|
average | |
|
|
Number of | |
|
exercise | |
|
|
options | |
|
price | |
|
|
| |
|
| |
Outstanding at beginning of period
|
|
|
40.9 |
|
|
|
20.33 |
|
Granted
|
|
|
7.5 |
|
|
|
8.20 |
|
Exercised
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(3.0 |
) |
|
|
23.93 |
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
45.4 |
|
|
|
18.09 |
|
|
|
|
|
|
|
|
Exercisable at end of period
|
|
|
25.6 |
|
|
|
24.83 |
|
Changes in the Companys unvested options for the nine
months ended June 30, 2006 are summarized as follows
(options in million, fair values in Euro):
|
|
|
|
|
|
|
|
|
|
|
Nine months ended | |
|
|
June 30, 2006 | |
|
|
| |
|
|
|
|
Weighted- | |
|
|
|
|
average | |
|
|
Number of | |
|
grant date | |
|
|
options | |
|
fair value | |
|
|
| |
|
| |
Unvested at beginning of period
|
|
|
21.2 |
|
|
|
5.28 |
|
Granted
|
|
|
7.5 |
|
|
|
3.19 |
|
Vested
|
|
|
(7.7 |
) |
|
|
5.01 |
|
Forfeited
|
|
|
(1.2 |
) |
|
|
4.08 |
|
|
|
|
|
|
|
|
Unvested at end of period
|
|
|
19.8 |
|
|
|
4.16 |
|
|
|
|
|
|
|
|
19
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
The following table summarizes information about stock options
outstanding and exercisable at June 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
22.9 |
|
|
|
4.90 |
|
|
|
8.72 |
|
|
|
|
|
|
|
7.1 |
|
|
|
3.39 |
|
|
|
8.92 |
|
|
|
|
|
10 -
15
|
|
|
8.5 |
|
|
|
4.23 |
|
|
|
12.42 |
|
|
|
|
|
|
|
4.6 |
|
|
|
4.15 |
|
|
|
12.43 |
|
|
|
|
|
15 -
20
|
|
|
0.2 |
|
|
|
3.09 |
|
|
|
15.75 |
|
|
|
|
|
|
|
0.1 |
|
|
|
3.09 |
|
|
|
15.75 |
|
|
|
|
|
20 -
25
|
|
|
6.2 |
|
|
|
2.43 |
|
|
|
23.70 |
|
|
|
|
|
|
|
6.2 |
|
|
|
2.43 |
|
|
|
23.70 |
|
|
|
|
|
25 -
30
|
|
|
0.1 |
|
|
|
2.26 |
|
|
|
27.42 |
|
|
|
|
|
|
|
0.1 |
|
|
|
2.26 |
|
|
|
27.42 |
|
|
|
|
|
40 -
45
|
|
|
3.8 |
|
|
|
0.71 |
|
|
|
42.03 |
|
|
|
|
|
|
|
3.8 |
|
|
|
0.71 |
|
|
|
42.03 |
|
|
|
|
|
50 -
55
|
|
|
0.1 |
|
|
|
1.76 |
|
|
|
53.26 |
|
|
|
|
|
|
|
0.1 |
|
|
|
1.76 |
|
|
|
53.26 |
|
|
|
|
|
55 -
60
|
|
|
3.6 |
|
|
|
1.41 |
|
|
|
55.18 |
|
|
|
|
|
|
|
3.6 |
|
|
|
1.41 |
|
|
|
55.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
45.4 |
|
|
|
3.79 |
|
|
|
18.09 |
|
|
|
4 |
|
|
|
25.6 |
|
|
|
2.61 |
|
|
|
24.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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 in
the nine months ended June 30, 2006 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:
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended | |
|
|
June 30, | |
|
|
| |
|
|
2005 | |
|
2006 | |
|
|
| |
|
| |
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
2.80% |
|
|
|
3.08% |
|
|
Expected volatility
|
|
|
52% |
|
|
|
43% |
|
|
Dividend yield
|
|
|
0% |
|
|
|
0% |
|
|
Expected life in years
|
|
|
4.50 |
|
|
|
5.07 |
|
Weighted-average fair value per
option at grant date in euro
|
|
|
4.04 |
|
|
|
3.19 |
|
|
|
|
|
|
|
|
|
|
|
Stock-Based Compensation Expense |
Total compensation expense for the Companys stock option
plans in the three and nine months ended June 30, 2006 was
7 and
21, respectively. Cost
of goods sold, SG&A (selling, general and administrative
expenses), and research and development expenses included
stock-based compensation of
1,
3 and
3 for the three months
ended June 30, 2006 and
5,
9 and
7 for the nine months
ended June 30, 2006, respectively. The amount of
stock-based compensation cost which was capitalized and remained
in inventory for the three and nine months ended June 30,
2006 was immaterial. Stock-based compensation expense does not
reflect any income tax benefits, since stock options are granted
in tax jurisdictions where the expense is not deductible for tax
purposes. In addition, stock-based compensation expense did not
have a significant cash flow effect during the nine months ended
June 30, 2006, since no material exercises of stock options
occurred during the period. As of June 30,
20
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
2006, there was a total of
33 in unrecognized
compensation expense related to unvested stock options which is
expected to be recognized over a weighted-average period of
1.81 years.
Prior to 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 loss and loss per share
would have been reduced to the pro forma amounts
indicated below, pursuant to the provision of
SFAS No. 148:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine | |
|
|
Three months | |
|
months | |
|
|
ended | |
|
ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Net loss:
|
|
|
|
|
|
|
|
|
|
As reported
|
|
|
(240 |
) |
|
|
(212 |
) |
|
Deduct: Stock-based employee
compensation expense included in reported net loss
|
|
|
|
|
|
|
|
|
|
Add: Total stock-based employee
compensation expense determined under fair value based method
for all awards
|
|
|
(8 |
) |
|
|
(29 |
) |
|
|
|
|
|
|
|
|
Pro forma
|
|
|
(248 |
) |
|
|
(241 |
) |
|
|
|
|
|
|
|
Basic and diluted loss per
share in euro:
|
|
|
|
|
|
|
|
|
|
As reported
|
|
|
(0.32 |
) |
|
|
(0.28 |
) |
|
Pro forma
|
|
|
(0.33 |
) |
|
|
(0.32 |
) |
17. Other Comprehensive Loss
The changes in the components of other comprehensive loss for
the nine months ended June 30, 2005 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended June 30, | |
|
|
| |
|
|
2005 | |
|
2006 | |
|
|
| |
|
| |
Unrealized gain (losses) on
securities:
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains
|
|
|
7 |
|
|
|
|
|
|
Reclassification adjustment for
losses included in net loss
|
|
|
(4 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
Net unrealized gains (losses)
|
|
|
3 |
|
|
|
(12 |
) |
Unrealized (losses) gains on cash
flow hedges
|
|
|
(24 |
) |
|
|
4 |
|
Additional minimum pension liability
|
|
|
|
|
|
|
(1 |
) |
Foreign currency translation
adjustment
|
|
|
26 |
|
|
|
(34 |
) |
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
5 |
|
|
|
(43 |
) |
Accumulated other comprehensive
loss beginning of period
|
|
|
(117 |
) |
|
|
(154 |
) |
|
|
|
|
|
|
|
Accumulated other comprehensive
loss end of period
|
|
|
(112 |
) |
|
|
(197 |
) |
|
|
|
|
|
|
|
18. 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.
21
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
Transactions between the Company and ALTIS subsequent to the
consolidation of ALTIS during the first quarter of the 2006
financial year are no longer reflected as Related Party
transactions (see note 12).
On April 3, 2006, Siemens disposed of its remaining
shareholding in the Company. Transactions between the Company
and Siemens subsequent to this date are no longer reflected as
Related Party transactions.
Related Party receivables at September 30, 2005 and
June 30, 2006 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
June 30, | |
|
|
2005 | |
|
2006 | |
|
|
| |
|
| |
Current:
|
|
|
|
|
|
|
|
|
|
Siemens group trade
|
|
|
145 |
|
|
|
|
|
|
Associated and Related
Companies trade
|
|
|
12 |
|
|
|
11 |
|
|
Siemens group financial
and other
|
|
|
18 |
|
|
|
|
|
|
Associated and Related
Companies financial and other
|
|
|
5 |
|
|
|
3 |
|
|
Employee receivables
|
|
|
8 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
188 |
|
|
|
24 |
|
|
|
|
|
|
|
|
Non-current:
|
|
|
|
|
|
|
|
|
|
Associated and Related
Companies financial and
other (1)
|
|
|
67 |
|
|
|
|
|
|
Employee receivables
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
69 |
|
|
|
2 |
|
|
|
|
|
|
|
|
Total Related Party receivables
|
|
|
257 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
(1) |
The decrease during the nine months ended June 30, 2006 is
primarily related to the first consolidation of ALTIS. |
Related Party payables at September 30, 2005 and
June 30, 2006 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
June 30, | |
|
|
2005 | |
|
2006 | |
|
|
| |
|
| |
Siemens group trade
|
|
|
61 |
|
|
|
|
|
Associated and Related
Companies
trade (1)
|
|
|
140 |
|
|
|
109 |
|
Associated and Related
Companies financial and other
|
|
|
4 |
|
|
|
6 |
|
|
|
|
|
|
|
|
Total Related Party payables
|
|
|
205 |
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
(1) |
The decrease during the nine months ended June 30, 2006 is
primarily related to the first consolidation of ALTIS. |
Transactions with Related Parties for the three and nine months
ended June 30, 2005 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
Nine months ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Sales to Related Parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens group companies
|
|
|
194 |
|
|
|
|
|
|
|
668 |
|
|
|
322 |
|
|
Associated and Related Companies
|
|
|
16 |
|
|
|
18 |
|
|
|
40 |
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales to Related Parties
|
|
|
210 |
|
|
|
18 |
|
|
|
708 |
|
|
|
370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases from Related Parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens group companies
|
|
|
58 |
|
|
|
|
|
|
|
170 |
|
|
|
73 |
|
|
Associated and Related Companies
|
|
|
132 |
|
|
|
215 |
|
|
|
460 |
|
|
|
524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchases from Related Parties
|
|
|
190 |
|
|
|
215 |
|
|
|
630 |
|
|
|
597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19. Pension Plans
Information with respect to the Companys pension plans for
the three and nine months ended June 30, 2005 and
2006, respectively, is presented for German
(Domestic) plans and non-German
(Foreign) plans.
22
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 and
nine months ended June 30, 2005 and 2006, respectively, are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
Three months ended | |
|
|
June 30, 2005 | |
|
June 30, 2006 | |
|
|
| |
|
| |
|
|
Domestic | |
|
Foreign | |
|
Domestic | |
|
Foreign | |
|
|
plans | |
|
plans | |
|
plans | |
|
plans | |
|
|
| |
|
| |
|
| |
|
| |
Service cost
|
|
|
(4 |
) |
|
|
(2 |
) |
|
|
(6 |
) |
|
|
(1 |
) |
Interest cost
|
|
|
(4 |
) |
|
|
(1 |
) |
|
|
(5 |
) |
|
|
(1 |
) |
Expected return on plan assets
|
|
|
3 |
|
|
|
1 |
|
|
|
3 |
|
|
|
1 |
|
Amortization of unrecognized
actuarial losses
|
|
|
(1 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
Curtailment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
|
|
(6 |
) |
|
|
(2 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended | |
|
Nine months ended | |
|
|
June 30, 2005 | |
|
June 30, 2006 | |
|
|
| |
|
| |
|
|
Domestic | |
|
Foreign | |
|
Domestic | |
|
Foreign | |
|
|
plans | |
|
plans | |
|
plans | |
|
plans | |
|
|
| |
|
| |
|
| |
|
| |
Service cost
|
|
|
(12 |
) |
|
|
(6 |
) |
|
|
(18 |
) |
|
|
(4 |
) |
Interest cost
|
|
|
(12 |
) |
|
|
(3 |
) |
|
|
(13 |
) |
|
|
(3 |
) |
Expected return on plan assets
|
|
|
9 |
|
|
|
3 |
|
|
|
9 |
|
|
|
3 |
|
Amortization of unrecognized
actuarial losses
|
|
|
(3 |
) |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
Curtailment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
|
|
(18 |
) |
|
|
(6 |
) |
|
|
(28 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
20. 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.
23
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
The euro equivalent notional amounts in millions and fair values
of the Companys derivative instruments as of
September 30, 2005 and June 30, 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2005 | |
|
June 30, 2006 | |
|
|
| |
|
| |
|
|
Notional | |
|
|
|
Notional | |
|
|
|
|
amount | |
|
Fair value | |
|
amount | |
|
Fair value | |
|
|
| |
|
| |
|
| |
|
| |
Forward contracts sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
|
|
|
838 |
|
|
|
(20 |
) |
|
|
1,326 |
|
|
|
1 |
|
|
Japanese yen
|
|
|
9 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
Singapore dollar
|
|
|
2 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
Forward contracts purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
|
|
|
195 |
|
|
|
4 |
|
|
|
699 |
|
|
|
2 |
|
|
Japanese yen
|
|
|
42 |
|
|
|
|
|
|
|
36 |
|
|
|
(1 |
) |
|
Singapore dollar
|
|
|
23 |
|
|
|
|
|
|
|
20 |
|
|
|
|
|
|
Great Britain pound
|
|
|
5 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
Czech Koruna
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
Malaysian Ringgit
|
|
|
32 |
|
|
|
1 |
|
|
|
34 |
|
|
|
|
|
|
Other currencies
|
|
|
23 |
|
|
|
(1 |
) |
|
|
1 |
|
|
|
|
|
|
Currency Options sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
|
|
|
527 |
|
|
|
(21 |
) |
|
|
|
|
|
|
|
|
|
Currency Options purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
|
|
|
522 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
Cross currency interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
|
|
|
389 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
|
1,442 |
|
|
|
14 |
|
|
|
1,200 |
|
|
|
|
|
Other
|
|
|
259 |
|
|
|
(2 |
) |
|
|
218 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value, net
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2005 and June 30, 2006, all
derivative financial instruments are recorded at fair value.
Other non-operating expense for the three and nine months ended
June 30, 2006 included losses of
27 and
23, respectively,
related to net results from foreign currency derivatives and
foreign currency transactions.
21. Commitments and
Contingencies
Litigation
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 between July 1,
1999 and June 15, 2002, and 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 as 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 charges by the DOJ related to DRAM-product
sales 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 from the Company.
24
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
Subsequent to the commencement of the DOJ investigation, a
number of purported class action lawsuits were filed against the
Company, its principal 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, which was originally alleged to have
commenced 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 ordered that the foregoing federal cases be
transferred to the U.S. District Court for the Northern District
of California for coordinated or consolidated pre-trial
proceedings as part of a Multi-District Litigation
(MDL). In October 2003 and June 2005, the plaintiffs
filed amended complaints, which together allege that the
unlawful conduct commenced on approximately April 1, 1999
and continued through at least June 30, 2002.
The court has scheduled the trial to begin on February 26,
2007. In September 2005, the Company and its affiliate entered
into a definitive settlement agreement with counsel to the
Direct U.S. Purchaser Class (subject to approval by the U.S.
District Court for the Northern District of California and to an
opportunity for individual class members to opt out of the
settlement) and has secured individual settlements with eight
direct customers in addition to those OEMs identified by the
DOJ. Under the terms of the settlement agreement the Company
agreed to pay approximately $21 million and recorded a
corresponding charge to other operating expense in its financial
year ended September 30, 2005. In addition to this
settlement payment, the Company agreed to pay an additional
amount if it is proven that sales of DRAM products to the
settlement class during the settlement period exceeded
$208.1 million. The additional amount payable is calculated
by multiplying the amount by which these sales exceed
$208.1 million by 10.53%. The Company does not currently
expect the amount of any payment in respect of any such excess
sales to have a material adverse effect on its financial
condition or results of operations. The settlement was
provisionally approved on May 10, 2006, and the final
hearing for approval of the settlement is scheduled for
September 6, 2006. The hearing on plaintiffs motion
for class certification of the Direct U.S. Purchaser Class took
place on May 17, 2006. On June 5, 2006, the Court
issued an order certifying a direct purchaser class.
On April 28, 2006, Unisys Corporation filed a complaint
against the Company and its U.S. subsidiary, among other DRAM
suppliers, alleging state and federal claims for price fixing
and seeking recovery as both a direct and indirect purchaser of
DRAM. On May 5, 2006, Honeywell International, Inc. filed a
complaint against the Company and its U.S. subsidiary, among
other DRAM suppliers, alleging a claim for price fixing under
federal law, and seeking recovery as a direct purchaser of DRAM.
Both of these complaints were filed in the Northern District of
California, and have been made part of the MDL described above.
The time period for putative class members to opt out of the
Direct U.S. Purchaser Class settlement had not yet passed, so
the Company does not yet know whether these two plaintiffs will
be included in the Direct U.S. Purchaser Class settlement.
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 in May
2005) 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. The Eastern District of Pennsylvania case purporting to be
on behalf of a class of foreign individuals and entities who
directly purchased DRAM outside of the United States of America
from July 1999 through at least June 2002, was dismissed with
prejudice and without leave to amend on March 1, 2006.
Plaintiffs in that case have filed a notice of appeal, but no
briefs have yet been filed and no hearing date has yet been
scheduled for the appeal. 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 generally unspecified
amounts, restitution, costs, attorneys fees and an
injunction against
25
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
the allegedly unlawful conduct. The California state cases were
ordered transferred for coordinated and consolidated pre-trial
proceedings to the San Francisco County Superior Court.
Subsequently, twenty-three of the state (outside California) 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 for
coordinated and consolidated pre-trial proceedings as part of
the MDL described above. After this transfer, the plaintiffs
dismissed two of the transferred cases. Two additional
transferred cases were subsequently remanded back to their
relevant state courts. Nineteen of the twenty-three transferred
cases are currently pending in the MDL. Further, the plaintiffs
in the indirect purchaser cases originated outside California
which have not been transferred to the MDL have agreed to stay
proceedings in those cases pending resolution of the
MDL-proceedings. The Company is defending against all of these
actions vigorously.
In November 2005, the Company and its principal U.S. 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. This tolling agreement was subsequently extended to
July 15, 2006. The Companys principal U.S. subsidiary
has also received Civil Investigative Demands and Subpoenas from
the attorneys general of the States of Washington,
New York, New Jersey, Minnesota and Florida requesting
documents and other information relating to their
investigations, and the Companys principal U.S. 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. No compulsory
process (such as subpoenas) has been commenced. The Company is
cooperating with the Competition Bureau in its inquiry.
Between October 2004 and February 2005, four putative class
proceedings were filed in the Canadian provinces of Ontario,
Quebec and British Columbia against the Company, its principal
U.S. subsidiary and other DRAM manufacturers on behalf of all
direct and indirect purchasers resident, respectively, in Canada
(in the case commenced in the province Ontario), the province of
Quebec and British Columbia who purchased DRAM or products
containing DRAM between July 1999 and June 2002, seeking
damages, punitive damages, investigation costs, interest and
legal costs. Plaintiffs primarily allege conspiracy to unduly
restrain competition and to illegally fix the price of DRAM. The
Company intends to defend itself vigorously against these
proceedings.
Between September 30, 2004 and November 4, 2004, seven
securities class action complaints were filed against the
Company and three of its current or former officers (of which
one officer was subsequently dropped as a defendant) 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 on behalf of a
putative class of purchasers of the Companys
publicly-traded securities, who purchased them during the period
from March 13, 2000 to July 19, 2004, effectively
combining all lawsuits. The consolidated amended complaint added
the Companys U.S. affiliate and four then-current or
former employees of the Company and its affiliate as defendants.
It alleges violations of the U.S. securities laws and asserts
that the defendants made materially false and misleading public
statements about the Companys historical and projected
financial results and competitive position because they did not
disclose the Companys
26
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
alleged participation in DRAM price-fixing activities and that,
by fixing the price of DRAM, defendants manipulated the price of
the Companys securities, thereby injuring its
shareholders. The plaintiffs seek unspecified compensatory
damages, interest, costs and attorneys fees. The Company,
its affiliate and the current and former Infineon officers filed
motions to dismiss the consolidated amended complaint. On
May 22, 2006 the court partially denied and partially
granted the motions to dismiss. On June 21, 2006, the court
agreed to permit the Company to move for reconsideration of the
May 22, 2006 order. The Company believes these claims are
without merit and is vigorously defending itself in this action.
Because this action is in its initial stages, the Company is
unable to provide an estimate of the likelihood of an
unfavorable outcome to the Company or of the amount or range of
potential loss arising from the action. If the outcome of this
action is unfavorable or if the Company incurs substantial legal
fees in defending this action, it may have a material adverse
effect on the Companys financial condition and results of
operations. The Companys directors and
officers insurance carrier has denied coverage in the
class action and the Company filed suit against the carrier in
December 2005.
In late 2002, MOSAID alleged that the Company was violating
eleven 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 these patents. On
February 7, 2003, MOSAID filed counterclaims seeking
damages for the alleged patent infringement.
On April 1, 2005, the U.S. District Court for the District
of New Jersey issued a summary judgment order that the
Companys products did not infringe most of MOSAIDs
asserted claims. On February 9, 2006, MOSAID filed a notice
of appeal with respect to those patent claims on which the court
had granted summary judgment of non-infringement. On
April 6, 2005, MOSAID filed an additional lawsuit in the
U.S. District Court for the Eastern District of Texas, alleging
infringement of additional MOSAID patents. On June 14,
2006, the parties announced that they had settled all pending
litigation and appeals. The litigation in the Eastern District
of Texas was dismissed with prejudice on June 20, 2006. As
part of the global settlement, the Company and Qimonda have
taken a worldwide license to the MOSAID patent portfolio.
In March 2005, Tessera Inc. (Tessera)
filed a lawsuit against the Company and one additional DRAM
manufacturer in the U.S. District Court for the Eastern District
of Texas, alleging that some of the Companys products were
infringing five Tessera patents. On April 13, 2005,
Tessera amended its complaint to allege that the Company and its
co-defendant violated U.S. antitrust law, Texas unfair
competition law, and Texas business tort law by conspiring to
harm the sale of Rambus DRAM (RDRAM) chips, thereby
injuring Tesseras ability to license chip packaging
technology for RDRAM chips. The antitrust trial is scheduled to
begin on August 14, 2006, with the patent trial to follow
thereafter (see note 23).
In March 2006, two shareholders of the Company filed a lawsuit
in the district court (Landgericht) of Munich seeking a
declaratory judgment (Feststellungsurteil) that the Company
should have had its shareholders meeting resolve on, and
consent to, the carve-out of the memory products business and
the planned offering of the shares of Qimonda AG. Among other
things, the plaintiffs based their claim on the so-called
Holzmüller/ Gelatine doctrine under German law, pursuant to
which a stock corporation (such as the Company) must obtain
shareholder approval for fundamental structural decisions that
materially affect the position of shareholders. The district
court, in a decision handed down on June 8, 2006, rejected
the plaintiffs arguments and dismissed the claim. No
appeal has been filed to date.
Should the plaintiffs file an appeal and, contrary to the
Companys legal assessment, ultimately prevail on such
appeal (and also on a potential further appeal) in this action,
the Company would still be able to ask its shareholders
meeting for (retrospective) approval of the carve-out. Only
in the unlikely event that the Companys shareholders
meeting failed to grant this retrospective approval in a legally
binding manner, a new lawsuit might be filed that could demand
that the carve-out of the assets comprising Qimonda AG at the
time of the original carve-out be unwound. In practice, however,
the risk that a court would force the Company to effect such
retransfer is, in the Companys view, very remote. This
assessment is based not only on the Companys legal
analysis, but also on the fact that by the time of a final court
decision on this issue it would in practice be virtually
impossible to retransfer the memory
27
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
products business (in the form it had at the time of the
carve-out) to the Company. Claims to pay damages to the
Companys shareholders for losses incurred as a consequence
of the unauthorized carve-out however, could potentially be
recognized.
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
June 30, 2006, the Company had accrued liabilities in the
amount of 135 related
to the DOJ and European anti-trust investigations and the direct
and indirect purchaser litigation and settlements described
above, as well as for legal expenses relating to the other
matters described above. As of June 30, 2006, no further
amounts had been accrued in respect of the other proceedings
described above, including the securities class action. 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 and financial position.
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 and financial position.
Even though the Company does not expect to lose the claim in
respect of the carve-out of its memory products business or to
fail to obtain retrospective shareholders approval, if
necessary, any successful monetary damages resulting from a
negative outcome of these issues could have a material adverse
effect on the Companys business, financial condition or
results of operations.
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 south of Munich, Germany. The office complex, called
Campeon, enables 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 moved employees to this new location. The complex was leased
for a period of 20 years. After year 15,
28
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
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
June 30, 2006. 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 June 30, 2006, a maximum of
522 of these subsidies
could be refundable.
The Company has guarantees outstanding to external parties of
161 as of
June 30, 2006. 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 June 30, 2006, such inter-company
guarantees, principally relating to certain consolidated
subsidiaries third-party debt, aggregated
1,483, of which
1,340 relates to
convertible notes issued.
|
|
22. |
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.
In the third quarter of the 2006 financial year, Infineon
reports for the first time its results of operations under its
new organizational structure, which became effective on
May 1, 2006, following the legal separation of its memory
products business into a stand-alone legal company called
Qimonda AG. The results of prior periods have been reclassified
to conform to the current period presentation, as well as to
facilitate analysis of current and future operating segment
information. As a result of the reorganization, certain
corporate overhead expenses are no longer apportioned to Qimonda
and are instead allocated to Infineons two logic segments.
The Company operates primarily in three major operating
segments, two of which are application focused: Automotive,
Industrial and Multimarket, and Communication Solutions; and one
of which is product focused: Qimonda. 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.
Effective May 1, 2006, with the completion of the Qimonda
carve-out the Other Operating Segments also include revenues
that Infineons 200-millimeter production facility in
Dresden records from the sale of wafers to Qimonda under foundry
agreements. The Corporate and Eliminations segment reflects the
elimination of these intra-group revenues.
29
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
The following table presents selected segment data for the three
and nine months ended June 30, 2005 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
Nine months ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive, Industrial and
Multimarket
|
|
|
625 |
|
|
|
714 |
|
|
|
1,890 |
|
|
|
2,099 |
|
|
Communication Solutions
|
|
|
314 |
|
|
|
266 |
|
|
|
1,060 |
|
|
|
908 |
|
|
Other Operating Segments*
|
|
|
77 |
|
|
|
73 |
|
|
|
221 |
|
|
|
232 |
|
|
Corporate and Eliminations**
|
|
|
(69 |
) |
|
|
(58 |
) |
|
|
(201 |
) |
|
|
(183 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
947 |
|
|
|
995 |
|
|
|
2,970 |
|
|
|
3,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qimonda
|
|
|
659 |
|
|
|
977 |
|
|
|
2,058 |
|
|
|
2,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Infineon Group
|
|
|
1,606 |
|
|
|
1,972 |
|
|
|
5,028 |
|
|
|
5,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes inter-segment sales of Euro 73 million and Euro
58 million for the three months ended June 30, 2005
and 2006, respectively, and Euro 211 million and Euro
192 million for the nine months ended June 30, 2005
and 2006, respectively, from sales of wafers from
Infineons 200-millimeter facility in Dresden to Qimonda
under foundry agreements. |
|
** |
|
Includes the elimination of inter-segment sales of Euro
73 million and Euro 58 million for the three months
ended June 30, 2005 and 2006, respectively, and Euro
211 million and Euro 192 million for the nine months
ended June 30, 2005 and 2006, respectively, from sales of
wafers from Infineons 200-millimeter facility in Dresden
to Qimonda under foundry agreements. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
Nine months ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
EBIT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive, Industrial and
Multimarket
|
|
|
23 |
|
|
|
57 |
|
|
|
107 |
|
|
|
182 |
|
|
Communication Solutions
|
|
|
(88 |
) |
|
|
(61 |
) |
|
|
(249 |
) |
|
|
(111 |
) |
|
Other Operating Segments
|
|
|
1 |
|
|
|
(2 |
) |
|
|
14 |
|
|
|
1 |
|
|
Corporate and Eliminations
|
|
|
(34 |
) |
|
|
(45 |
) |
|
|
(86 |
) |
|
|
(115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
(98 |
) |
|
|
(51 |
) |
|
|
(214 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Qimonda
|
|
|
(136 |
) |
|
|
100 |
|
|
|
74 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Infineon Group
|
|
|
(234 |
) |
|
|
49 |
|
|
|
(140 |
) |
|
|
(45 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain items are included in corporate and eliminations and are
not allocated to the logic 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 eliminations and not
allocated to the logic 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 eliminations. For the three months ended
June 30, 2005 and 2006 corporate and eliminations includes
unallocated excess capacity costs of
2 and
11, respectively,
restructuring charges of
30 and
13, respectively, and
stock-based compensation expense of
0 and
6, respectively. For
the nine months ended June 30, 2005 and 2006 corporate and
eliminations includes unallocated excess capacity costs of
10 and
20, respectively,
restructuring charges of
54 and
18, respectively, and
stock-based compensation expense of
0 and
15, respectively.
30
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
The following is a summary of operations by geographic area for
the three and nine months ended June 30, 2005 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
Nine months ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany
|
|
|
322 |
|
|
|
316 |
|
|
|
1,037 |
|
|
|
988 |
|
|
Other Europe
|
|
|
298 |
|
|
|
358 |
|
|
|
916 |
|
|
|
990 |
|
|
North America
|
|
|
382 |
|
|
|
534 |
|
|
|
1,083 |
|
|
|
1,470 |
|
|
Asia / Pacific
|
|
|
498 |
|
|
|
629 |
|
|
|
1,648 |
|
|
|
1,819 |
|
|
Japan
|
|
|
76 |
|
|
|
92 |
|
|
|
242 |
|
|
|
259 |
|
|
Other
|
|
|
30 |
|
|
|
43 |
|
|
|
102 |
|
|
|
113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,606 |
|
|
|
1,972 |
|
|
|
5,028 |
|
|
|
5,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
and nine months ended June 30, 2006. Except for sales to
Siemens, which are discussed in note 18, no single customer
accounted for more than 10% of the Companys sales during
the three and nine months ended June 30, 2005. Sales to
Siemens are made primarily by the non-memory product segments.
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 | |
|
Nine months ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Net loss
|
|
|
(240 |
) |
|
|
(23 |
) |
|
|
(212 |
) |
|
|
(232 |
) |
Adjust: Income tax expense
|
|
|
15 |
|
|
|
51 |
|
|
|
86 |
|
|
|
116 |
|
|
Interest expense (income), net
|
|
|
(9 |
) |
|
|
21 |
|
|
|
(14 |
) |
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT
|
|
|
(234 |
) |
|
|
49 |
|
|
|
(140 |
) |
|
|
(45 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
On July 13, 2006, the New York state attorney general filed
an action in the U.S. District Court for the Southern District
of New York against the Company, its principal U.S. subsidiary
and several other DRAM manufacturers on behalf of New York
governmental entities and New York consumers who purchased
products containing DRAM beginning in 1998. The plaintiffs
allege violations of state and federal antitrust laws arising
out of the same allegations of DRAM price-fixing discussed
above, and seek recovery of actual and treble damages in
unspecified amounts, penalties, costs (including attorneys
fees) and injunctive and other equitable relief. On
July 14, 2006, the attorneys general of California, Alaska,
Arizona, Arkansas, Colorado, Delaware, Florida, Hawaii, Idaho,
Illinois, Iowa, Louisiana, Maryland, Massachusetts, Michigan,
Minnesota, Mississippi, Nebraska, Nevada, New Mexico, North
Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina,
Tennessee, Texas, Utah, Vermont, Virginia, Washington, West
Virginia and Wisconsin filed a lawsuit in the U.S. District
Court for the Northern District of California against the
Company, its principal U.S. subsidiary and several other DRAM
manufacturers on behalf of consumers, businesses and
governmental entities in each of those states who purchased
products containing DRAM beginning in 1998. This action is based
on state and
31
Infineon Technologies AG and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(euro in millions, except where otherwise stated)
federal law claims relating to the same alleged anticompetitive
practices in the sale of DRAM and plaintiffs seek recovery of
actual and treble damages in unspecified amounts, penalties,
costs (including attorneys fees) and injunctive and other
relief. The Company has not yet been served with either of these
complaints, but intends to defend itself against both of these
actions vigorously.
On July 14, 2006, Infineon, as Qimondas sole
shareholder authorized the Qimonda Supervisory Board to grant to
the members of the Qimonda Management Board, and the Qimonda
Management Board to grant to certain key executives of Qimonda,
until September 30, 2009, a total of 6,000,000
nontransferable option rights to receive ordinary shares
issuable by Qimonda.
On July 18, 2006, under the Companys Master Loan
Agreement with Qimonda, Qimonda extended its loans due to
Infineon with an aggregate principal amount outstanding of
$565 million at that date, with maturities in July and
August 2007. In this agreement, Qimonda has agreed not to draw
further amounts under the agreement, and to repay all
outstanding amounts by no later than two years, including any
extensions, after the successful completion of an initial public
offering by Qimonda.
On July 21, 2006 the Company and Qimonda announced that
Qimonda has filed a registration statement with the U.S.
Securities and Exchange Commission for a proposed initial public
offering of American Depositary Receipts (ADRs), each
representing one ordinary share of Qimonda. The estimated price
range for the offering is US$16 to US$18 per ADR.
63 million ADRs will be offered for sale, of which
21 million ADRs (approximately 33 percent of the
offering) will be offered for sale by the Company and
42 million ADRs will come from a capital increase
(approximately 67 percent) by Qimonda. An over-allotment option
of up to 9.45 million additional ADRs (15 percent of
the ADRs being offered) will also be available from the Company.
If Qimonda is able to complete the offering and the
over-allotment option is fully exercised, approximately
21 percent of Qimondas outstanding shares will be
publicly traded.
On August 1, 2006, Infineon and Qimonda entered into settlement agreements with Tessera Inc.
in respect of all of Tesseras patent infringement and antitrust claims and all counterclaims and
other claims Infineon and Qimonda raised against Tessera. As part of the settlement, Infineon and
Qimonda have entered into license agreements with Tessera, effective July 1, 2006, that provide the
companies world-wide, nonexclusive, non-transferable and non-sublicensable licenses to use a
portfolio of Tessera patents relating to packaging for integrated circuits in Infineons and
Qimondas production. The license agreements will be effective until May 2012, when they will
automatically expire unless the companies notify Tessera by November 2011 that they elect to extend
the agreements for an additional five years until May 2017. Upon expiration of the extended term,
if any, the companies licenses to use the patents covered by the licenses will become fully
paid-up and perpetual.
Under the license agreements, Infineon and Qimonda will pay Tessera $10 million and $40
million in license fees in August 2006, respectively, and additional royalty payments over a six
year period based on the volume of components Infineon and Qimonda sell that are subject to the
licenses. In the event the companies elect to extend the agreements past their initial term, they
will continue to pay royalties at 50% of the rates agreed to for the initial term of the license
agreements. Pursuant to the contribution agreement Qimonda entered into with Infineon, Qimonda is
only required to indemnify Infineon with respect to 80% of the court costs and legal fees, Infineon
faces in respect of the Tessera suits.
32
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, | |
|
June 30, | |
|
|
2005 | |
|
2006 | |
|
|
| |
|
| |
Cash and cash equivalents
|
|
|
1,148 |
|
|
|
1,364 |
|
Marketable securities
|
|
|
858 |
|
|
|
671 |
|
|
|
|
|
|
|
|
Gross Cash Position
|
|
|
2,006 |
|
|
|
2,035 |
|
|
|
|
|
|
|
|
Less: Short-term debt
|
|
|
99 |
|
|
|
752 |
|
|
Long-term debt
|
|
|
1,566 |
|
|
|
1,238 |
|
|
|
|
|
|
|
|
Net Cash Position
|
|
|
341 |
|
|
|
45 |
|
|
|
|
|
|
|
|
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 | |
|
Nine months ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Net cash provided by operating
activities
|
|
|
202 |
|
|
|
251 |
|
|
|
789 |
|
|
|
547 |
|
Net cash used in investing
activities
|
|
|
(494 |
) |
|
|
(243 |
) |
|
|
(586 |
) |
|
|
(650 |
) |
|
Thereof: Sale of marketable
securities, net
|
|
|
280 |
|
|
|
(2 |
) |
|
|
(469 |
) |
|
|
(179 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow
|
|
|
(12 |
) |
|
|
6 |
|
|
|
(266 |
) |
|
|
(282 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 many 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.
33
Dividends
The Company has not declared or paid any dividend during the
nine months ended June 30, 2006.
Employees
As of June 30, 2006, Infineon had approximately 41,100
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 and
nine months ended June 30, 2005 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended | |
|
Nine months ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2006 | |
|
+/- In % | |
|
2005 | |
|
2006 | |
|
+/- In % | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
DAX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the period
|
|
|
4,373.53 |
|
|
|
6,024.05 |
|
|
|
38 |
% |
|
|
3,994.96 |
|
|
|
5,082.07 |
|
|
|
27 |
% |
|
High
|
|
|
4,627.48 |
|
|
|
6,140.72 |
|
|
|
33 |
% |
|
|
4,627.48 |
|
|
|
6,140.72 |
|
|
|
33 |
% |
|
Low
|
|
|
4,178.10 |
|
|
|
5,292.14 |
|
|
|
27 |
% |
|
|
3,854.41 |
|
|
|
4,806.05 |
|
|
|
25 |
% |
|
End of the period
|
|
|
4,586.28 |
|
|
|
5,683.31 |
|
|
|
24 |
% |
|
|
4,586.28 |
|
|
|
5,683.31 |
|
|
|
24 |
% |
IFX closing prices in euros (Xetra)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the period
|
|
|
7.43 |
|
|
|
8.57 |
|
|
|
15 |
% |
|
|
8.49 |
|
|
|
8.32 |
|
|
|
(2 |
%) |
|
High
|
|
|
7.95 |
|
|
|
9.95 |
|
|
|
25 |
% |
|
|
9.00 |
|
|
|
9.95 |
|
|
|
11 |
% |
|
Low
|
|
|
6.43 |
|
|
|
8.22 |
|
|
|
28 |
% |
|
|
6.43 |
|
|
|
7.60 |
|
|
|
18 |
% |
|
End of the period
|
|
|
7.72 |
|
|
|
8.71 |
|
|
|
13 |
% |
|
|
7.72 |
|
|
|
8.71 |
|
|
|
13 |
% |
IFX closing prices in U.S. dollars
(NYSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the period
|
|
|
9.50 |
|
|
|
10.31 |
|
|
|
9 |
% |
|
|
10.63 |
|
|
|
9.90 |
|
|
|
(7 |
%) |
|
High
|
|
|
9.60 |
|
|
|
12.68 |
|
|
|
32 |
% |
|
|
11.74 |
|
|
|
12.68 |
|
|
|
8 |
% |
|
Low
|
|
|
8.40 |
|
|
|
10.24 |
|
|
|
22 |
% |
|
|
8.40 |
|
|
|
8.95 |
|
|
|
7 |
% |
|
End of the period
|
|
|
9.25 |
|
|
|
11.16 |
|
|
|
21 |
% |
|
|
9.25 |
|
|
|
11.16 |
|
|
|
21 |
% |
34
Financial Calendar
|
|
|
|
|
Financial Period |
|
Period end date |
|
Results press release |
|
Financial year
|
|
September 30, 2006
|
|
November 16, 2006 (preliminary)
|
Publication date: August 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.
35
Risk Factors
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, including civil securities law claims. 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, our ability to achieve our
cost savings and growth targets, and the impact of our carve-out
of Qimonda, our memory products business, and any financing or
further corporate reorganization measures in that regard. 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.
36