(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

the highly unpredictable nature and costs of litigation and other legal activities and the risk of adverse results of such matters, including the final ruling by the arbitration panel and the impact of other proceedings involving Tessera, Inc.;

with respect to the interim order issued by the Tessera arbitration panel, we believe that $34 million is a reasonable estimate of the low end of the possible range of loss up to an amount in excess of $125 million claimed by Tessera, and that no amount in the range constitutes a better estimate than any other amount; however, the final award could be more than the amount currently accrued, and we expect to record our estimate of interest accruing with the passage of time and may record additional charges as information develops or upon the issuance of the final award;

the highly unpredictable nature of the semiconductor industry;

the effect of the global economy on credit markets, financial institutions, customers, suppliers and consumers, including the increasingly uncertain macroeconomic environment;

timing and volume of orders relative to production capacity and inability to achieve high capacity utilization rates;

volatility of consumer demand and weakness in forecasts from our customers for products incorporating our semiconductor packages;

dependence on key customers;

the performance of our business, economic and market conditions, the cash needs and investment opportunities for the business, the need for additional capacity and facilities to service customer demand and the availability of cash flow from operations or financing;

the supply of 28 nanometer wafers;

customer modification of and follow through with respect to forecasts provided to us, including delays in forecasts with respect to smartphones and tablets;

changes in tax rates and taxes as a result of changes in tax law, the jurisdictions in which our income is determined to be earned and taxed, the outcome of tax audits and tax ruling requests, our ability to realize deferred tax assets and the expiration of tax holidays;

curtailment of outsourcing by our customers;

our substantial indebtedness and restrictive covenants;

failure to realize sufficient cash flow or access to other sources of liquidity to fund capital additions;

the effects of a recession or other downturn in the U.S. and other economies worldwide;

disruptions or deficiencies in our controls resulting from the implementation of our new enterprise resource planning system;

worldwide economic effects of terrorist attacks, natural disasters and military conflict;

our ability to control costs and improve profitability;

competition, competitive pricing and declines in average selling prices;

fluctuations in manufacturing yields;

dependence on international operations and sales;

dependence on raw material and equipment suppliers and changes in raw material and precious metal costs;

exchange rate fluctuations;

dependence on key personnel;

difficulties in managing growth;

enforcement of and compliance with intellectual property rights;

environmental and other governmental regulations; and

technological challenges.

Exhibit

Description