ZORAN CORP \DE\ - FORM 10-Q

ZORAN CORP \DE\ - FORM 10-Q - May 9, 2011

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EX-31.2 - CERTIFICATION OF CFO, PURSUANT TO RULE 13A-14(A) OR 15D-14(A) - ZORAN CORP \DE\	dex312.htm
EX-32.1 - CERTIFICATION OF CEO, PURSUANT TO SECTION 906 - ZORAN CORP \DE\	dex321.htm
EX-32.2 - CERTIFICATION OF CFO, PURSUANT TO SECTION 906 - ZORAN CORP \DE\	dex322.htm
EX-31.1 - CERTIFICATION OF CEO, PURSUANT TO RULE 13A-14(A) OR 15D-14(A) - ZORAN CORP \DE\	dex311.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 0-27246

ZORAN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

94-2794449

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification Number)

1390 Kifer Road

Sunnyvale, California 94086

(Address of principal executive offices, including zip code)

(408) 523-6500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

As of May 6, 2011, there were outstanding 50,003,625 shares of the registrant’s Common Stock, par value $0.001 per share.

ZORAN CORPORATION AND SUBSIDIARIES

FORM 10-Q

INDEX

For the Quarter Ended March 31, 2011


		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010		3

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010		4

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010		5

	Notes to Condensed Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		26

Item 4.	Controls and Procedures		27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		27

Item 1A.	Risk Factors		27

Item 5.	Exhibits		42

Signatures			43

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements:

ZORAN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)


	March 31, 2011			December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	64,443		$	81,107
Short-term investments		187,036			180,159
Accounts receivable, net of allowance of $478 as of March 31, 2011 and December 31, 2010, respectively		25,065			22,815
Inventories		42,923			48,139
Prepaid expenses and other current assets		21,554			22,379

Total current assets		341,021			354,599
Property and equipment, net		16,347			16,959
Deferred income taxes		45,963			47,471
Other assets		32,806			34,535
Goodwill		22,286			20,144
Intangible assets, net		32,170			33,681

Total assets	$	490,593		$	507,389

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	33,497		$	25,158
Accrued expenses and other current liabilities		43,358			42,236

Total current liabilities		76,855			67,394

Other long-term liabilities		38,367			38,517
Commitments and Contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.001 par value; 105,000,000 shares authorized at March 31, 2011 and December 31, 2010; 49,298,488 shares issued and outstanding as of March 31, 2011; and 48,966,696 shares issued and outstanding as of December 31, 2010		49			49
Additional paid-in capital		861,827			857,154
Accumulated other comprehensive income		1,053			1,467
Accumulated deficit		(487,558	)		(457,192	)

Total stockholders’ equity		375,371			401,478

Total liabilities and stockholders’ equity	$	490,593		$	507,389

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ZORAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended March 31,
	2011			2010
Revenues:
Hardware product revenues.	$	72,877		$	79,050
Software and other revenues		12,043			11,401

Total revenues		84,920			90,451

Costs and expenses:
Cost of hardware product revenues		41,213			43,720
Research and development		36,399			26,114
Selling, general and administrative		36,602			24,126
Amortization of intangible assets		1,511			109

Total costs and expenses		115,725			94,069

Operating loss		(30,805	)		(3,618	)
Interest income		1,147			2,063
Other income (expenses), net		(280	)		286

Loss before income taxes		(29,938	)		(1,269	)
Provision for income taxes		428			2,700

Net loss	$	(30,366	)	$	(3,969	)

Basic and diluted net loss per share	$	(0.62	)	$	(0.08	)

Shares used to compute basic and diluted net loss per share		49,079			51,174

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ZORAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2011			2010
Cash flows from operating activities:
Net loss	$	(30,366	)	$	(3,969	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation		1,856			1,574
Amortization of intangible assets		1,511			109
Stock-based compensation expense		3,945			2,196
Deferred income taxes		2,653			3,049
Realized gain on sale of short-term investments, net		(75	)		(391	)
Changes in assets and liabilities:
Accounts receivable		(2,250	)		(5,038	)
Inventories		5,216			(2,354	)
Prepaid expenses and other current assets and other assets		1,631			(348	)
Accounts payable		7,990			4,023
Accrued expenses, other current liabilities and other long-term liabilities		(821	)		2,549

Net cash provided by (used in) operating activities		(8,710	)		1,400

Cash flows from investing activities:
Purchases of property and equipment, net		(1,245	)		(748	)
Purchases of investments		(36,562	)		(47,751	)
Sales and maturities of investments		29,125			53,160

Net cash provided by (used in) investing activities		(8,682	)		4,661

Cash flows from financing activities:
Proceeds from issuance of common stock		728			292

Net cash provided by financing activities		728			292

Net increase (decrease) in cash and cash equivalents		(16,664	)		6,353
Cash and cash equivalents at beginning of period		81,107			89,318

Cash and cash equivalents at end of period	$	64,443		$	95,671

Supplemental cash flow information:
Cash payment for income taxes, net of refunds	$	436		$	403

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ZORAN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.	Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Zoran Corporation and its subsidiaries (“Zoran” or the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America. However, certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the condensed consolidated financial statements reflect all necessary adjustments, consisting only of normal recurring adjustments, for a fair statement of the consolidated financial position, operating results and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full fiscal year or in any future period. This Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2010, included in the Company’s 2010 Annual Report on Form 10-K filed with the SEC.

All necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the Company fiscal year ending December 31, 2011.

Recent accounting pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2011, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, that are of significance, or potential significance to the Company.

2.	Acquisitions

Proposed Acquisition of the Company by CSR plc

On February 20, 2011, the Company entered into a definitive agreement with CSR plc (“CSR”), a global leader in wireless connectivity based in the United Kingdom. Under the agreement, each issued and outstanding share of common stock of the Company will be converted into the right to receive 0.4625 American Depository Shares (“ADSs”) of CSR, with each whole ADS representing 4 ordinary shares of CSR. The transaction is expected to be completed in the late second quarter or early third quarter of 2011 and is subject to approval by CSR’s and the Company’s shareholders as well as regulatory approvals and other customary closing conditions. Upon completion of the transaction, the Company will become a wholly-owned subsidiary of CSR.

Acquisition of Microtune, Inc.

On November 30, 2010, the Company completed the acquisition of Microtune Inc. (“Microtune”), a receiver solutions company that designs and markets advanced radio frequency (“RF”) and demodulator electronics for worldwide customers based in Plano, Texas. The Company acquired Microtune, among other things, to enhance its position in the core markets it serves and expand its worldwide presence, improving its ability to serve its customers as a single point-of-service provider. The Company has included the financial results of Microtune in its consolidated financial statements in the consumer segment from the date of acquisition. For the first quarter of 2011, Microtune contributed $18.1 million to the Company’s total hardware revenue.

The total purchase price for Microtune was $161.2 million which consisted of $159.2 million in cash paid to acquire the outstanding common stock of Microtune and $2.0 million for the fair value of restricted equity awards assumed.

During the first quarter of 2011, the Company made certain adjustments to the acquisition-date fair value of the Microtune net assets recorded as of December 31, 2010. Such adjustments were to (1) increase goodwill by $2.1 million, (2) record an accrual of $1.7 million associated with the Bartek and Richardson pre-acquisition contingency (as described in Note 13), assumed as part of the Microtune acquisition and (3) record an additional $0.4 million for non-current income tax liabilities. These adjustments are not material to the original estimates recorded by the Company in 2010 and have no impact on the statement of operations for the three and twelve months ended December 31, 2010. Accordingly, the consolidated balance sheet as of December 31, 2010 has not been adjusted for these items.

The following is the adjusted preliminary estimated fair value of assets acquired and liabilities assumed as of the closing date of the Microtune acquisition (in thousands):


Cash and cash equivalents	$	31,404
Short term investments		49,758
Accounts receivable		9,014
Inventory		11,590
Goodwill		18,089
Intangible assets		23,070
In-process research and development		10,700
Deferred tax assets, net		21,415
Other assets		11,378
Accounts payable and other liabilities		(25,228	)

Total purchase price	$	161,190

The following table sets forth the components of intangible assets acquired in connection with the Microtune acquisition:


	Fair Value (In thousands)		Useful Life
Customer relationships	$	15,000		7 years
Developed technologies		8,000		5 years to 9 years
Tradename		70		0.5 years

Total intangible assets subject to amortization		23,070
In-process research and development		10,700		N/A

Total intangible assets	$	33,770

Customer relationships represent the fair values of the underlying relationships with Microtune’s customers. In-process research and development represents the fair values of incomplete Microtune research and development projects that had not reached technological feasibility as of the date of acquisition. Developed technologies represent the fair value of Microtune products that have reached technological feasibility and are part of Microtune’s product lines. Tradename represents the fair value of brand and name recognition associated with the marketing of Microtune’s products and services. For the three months ended March 31, 2011, the Company recorded a $1.4 million amortization expense related to the intangible assets acquired through the Microtune acquisition.

Unaudited Pro Forma Financial Information

The following unaudited pro forma condensed financial information presents the combined results of operations of the Company and Microtune as if the acquisition had occurred as of January 1, 2010:


	Three Months Ended March 31, 2010
Total revenue	$	112,823
Net loss	$	(4,858	)
Basic and diluted loss per share	$	(0.09	)

The pro forma financial information for the three months ended March 31, 2010 includes (1) amortization charges from acquired intangible assets of $1.3 million; (2) the estimated stock-based compensation expense related to the restricted stock-based awards assumed of $0.4 million; (3) the elimination of historical stock-based compensation charges recorded by Microtune of $0.6 million, as a result of the cancellation of all outstanding options on the acquisition date; and (4) a tax benefit adjustment of $0.9 million. The unaudited pro forma condensed financial information is not intended to represent or be indicative of the condensed results of operations of the Company that would have been reported had the acquisition been completed as of January 1, 2010, and should not be taken as representative of the future consolidated results of operations of the Company.

3.	Stock-based compensation

Stock Option Plans

As of March 31, 2011, the Company had outstanding options for the purchase of 7,296,722 shares of common stock held by employees and directors under the Company’s 2005 Equity Incentive Plan (the “2005 Plan”), 2005 Outside Directors Equity Plan, 2000 Non-statutory Stock Option Plan, 1995 Outside Directors Stock Option Plan, 1993 Stock Option Plan and various other plans the Company assumed as a result of acquisitions. As of March 31, 2011, 5,675,715 shares remained available for future grants and awards under the 2005 Plan and the 2005 Outside Directors Equity Plan. Options and stock appreciation rights granted under the 2005 Plan must have exercise prices per share not less than the fair market value of the Company’s common stock on the date of grant and may not be repriced without stockholder approval. Such awards will vest and become exercisable upon conditions established by the Compensation Committee and may not have a term exceeding 10 years.

The following table summarizes the stock-based compensation expense related to employee stock options, employee stock purchases and restricted stock unit grants for the three months ended March 31, 2011 and 2010 (in thousands):


	Three Months Ended March 31,
	2011		2010
Cost of hardware product revenues	$	167	$	76
Research and development		1,669		790
Selling, general and administrative		2,109		1,330

Total costs and expenses	$	3,945	$	2,196

The income tax benefit for share-based compensation expense was $442,000 and $272,000 for the three months ended March 31, 2011 and 2010, respectively.

Valuation Assumptions

The Company estimates the fair value of stock options using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Stock Option Plans						Employee Stock Purchase Plans
	Three Months Ended March 31,						Three Months Ended March 31,
	2011			2010			2011			2010
Average expected term (years)		5.6			5.5			1.25			1.25
Expected volatility		53	%		54	%		50	%		56	%
Risk-free interest rate		2.1	%		2.4	%		0.3	%		1.4	%
Dividend yield		0	%		0	%		0	%		0	%

Expected Term: The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on the Company’s historical experience with similar awards, giving consideration to the contractual terms of the stock-based awards and vesting schedules.

Expected Volatility: The Company uses historical volatility in deriving its volatility assumptions. Management believes that historical volatility appropriately reflects the market’s expectations of future volatility.

Risk-Free Interest Rate: Management bases its assumptions regarding the risk-free interest rate on U.S. Treasury zero-coupon issues with an equivalent remaining term.

Expected Dividend: The Company has not paid and does not anticipate paying any dividends in the near future.

Stock Option Activity

The following is a summary of stock option activities:


	Shares Underlying Options Outstanding			Weighted Average Exercise Price
Outstanding at January 1, 2011		7,589,731		$	14.13
Granted		90,000		$	11.03
Exercised		(87,815	)	$	8.29
Cancelled		(295,194	)	$	14.24

Outstanding at March 31, 2011		7,296,722		$	14.15

Significant option groups outstanding as of March 31, 2011, and the related weighted average exercise price and contractual life information, are as follows:


	Options Outstanding								Options Exercisable
Exercise Prices	Shares Underlying Options at March 31, 2011		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value (‘000)		Shares Underlying Options at March 31, 2011		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value (‘000)
$0.00 to $9.99		2,099,240		7.80	$	9.02	$	2,877		694,467		5.91	$	8.10	$	1,589
$10.00 to $11.99		921,864		4.35	$	10.62		69		780,685		3.40	$	10.60		58
$12.00 to $14.99		2,213,652		4.82	$	13.91		—		1,922,432		4.49	$	13.86		—
$15.00 to $19.99		936,750		3.43	$	17.95		—		930,588		3.41	$	17.94		—
$20.00 to $99.99		1,125,216		2.39	$	23.96		—		1,123,142		2.38	$	23.96		—

Total		7,296,722		5.07	$	14.15	$	2,946		5,451,314		3.90	$	15.44	$	1,647

Of the 7,296,722 stock options outstanding as of March 31, 2011, the Company estimates that approximately 7,151,888 will fully vest over the remaining contractual term. As of March 31, 2011, these options had a weighted average remaining contractual life of 4.99 years, a weighted average exercise price of $14.24 and aggregate intrinsic value of $2.8 million.

The weighted average grant date fair value of options, granted during the three months ended March 31, 2011 and 2010 was $5.54 and $5.59 per share, respectively.

The aggregate intrinsic value of options outstanding and exercisable in the table above represents the total pretax intrinsic value, based on the Company’s closing stock price of $10.39 as of March 31, 2011, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of shares of common stock underlying in-the-money options exercisable as of March 31, 2011 was 1,169,176. The total intrinsic value of options exercised during the three months ended March 31, 2011 was $184,000. There was no net excess tax benefit realized by the Company for the three months ended March 31, 2011 and 2010 for option exercises.

As of March 31, 2011, the Company had $11.1 million of unrecognized stock-based compensation cost related to stock options after estimated forfeitures, which are expected to be recognized over an estimated period of 2.39 years.

Restricted Shares and Restricted Stock Units

The Company adopted Microtune’s amended and restated 2000 stock plan and 2010 stock plan in connection with the Microtune acquisition. Restricted shares and restricted stock units are granted under the Company’s 2005 Plan and Microtune’s amended and restated 2000 plan and 2010 plan. As of March 31, 2011, there was $8.8 million of total unrecognized stock-based compensation cost related to restricted shares and restricted stock units, which are expected to be recognized over the weighted average remaining term of 2.65 years.

The following is a summary of restricted shares and restricted stock units activities under the Company’s 2005 plan:


	Outstanding Restricted Shares and Stock Units			Weighted- Average Grant- Date Fair Value
Balances, January 1, 2011		916,448		$	9.91
Granted		4,550		$	9.34
Released		(79,163	)	$	10.55
Forfeited		(21,663	)	$	9.69

Balances, March 31, 2011		820,172		$	9.86

The following is a summary of Zoran’s restricted shares and restricted stock units activities under the Microtune Plan:


	Outstanding Restricted Shares and Stock Units			Weighted- Average Grant- Date Fair Value
Balances, January 1, 2011		1,340,141		$	6.99
Released		(164,814	)	$	6.99
Forfeited		(418,441	)	$	6.99

Balances, March 31, 2011		756,886		$	6.99

Employee Stock Purchase Plan

The Company’s 1995 Employee Stock Purchase Plan (“ESPP”) was adopted by the Company’s Board of Directors in October 1995 and approved by its stockholders in December 1995. The ESPP enables employees to purchase shares through payroll deductions at approximately 85% of the lesser of the fair value of common stock at the beginning of a 24-month offering period or the end of each six-month segment within such offering period. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the U.S. Internal Revenue Code. There were no purchases during the quarter ended March 31, 2011. As of March 31, 2011, 2,525,223 shares were reserved and available for issuance under the ESPP.

Stock Repurchase Program

In March 2008, the Company’s Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $100.0 million of outstanding shares of Company common stock. The amount and timing of specific repurchases under this program are subject to market conditions, applicable legal requirements and other factors, including management’s discretion. Repurchases may be in open-market transactions or through privately negotiated transactions, and the repurchase program may be modified, extended or terminated by the Board of Directors at any time. There is no guarantee of the exact number of shares that will be repurchased under the program.

As of March 31, 2011 and 2010, the authorized amount that remained available under the Company’s stock repurchase program was $51.3 million and $80.2 million, respectively. The Company retires all shares repurchased under the stock repurchase program. There were no repurchases in the three months ended March 31, 2011 and 2010. The purchase price for the repurchased shares of the Company’s common stock is reflected as a reduction of common stock and additional paid-in capital.

4.	Comprehensive Loss

The following table presents the calculation of comprehensive loss. The components of comprehensive loss, net of tax, are as follows (in thousands):


	Three Months Ended March 31,
	2011			2010
Net loss	$	(30,366	)	$	(3,969	)
Change in unrealized gain on investments, net of tax		(414	)		(8	)

Total comprehensive loss	$	(30,780	)	$	(3,977	)

The components of accumulated other comprehensive income are unrealized gains on marketable securities, net of related taxes.

5.	Marketable Securities

The Company’s portfolio of available for sale securities, as of March 31, 2011 was as follows (in thousands):


	Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Corporate notes and bonds	$	119,151	$	1,815	$	(88	)	$	120,878
U.S. government and agency securities		15,056		27		(3	)		15,080
Foreign and municipal bonds		8,212		52		(15	)		8,249
Certificate of deposits		41,911		4		—			41,915

Total fixed income securities		184,330		1,898		(106	)		186,122
Publicly traded equity securities		1,091		—		(177	)		914

Total available for sale securities	$	185,421	$	1,898	$	(283	)	$	187,036

The Company’s portfolio of available for sale securities as of December 31, 2010 was as follows (in thousands):


	Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Corporate notes and bonds	$	122,198	$	2,301	$	(24	)	$	124,475
U.S. government and agency securities		4,469		31		(1	)		4,499
Foreign and municipal bonds		8,238		62		(23	)		8,277
Certificate of deposits		41,913		7		—			41,920

Total fixed income securities		176,818		2,401		(48	)		179,171
Publicly traded equity securities		1,091		16		(119	)		988

Total available for sale securities	$	177,909	$	2,417	$	(167	)	$	180,159

The following table summarizes the maturities of the Company’s fixed income securities as of March 31, 2011 (in thousands):


	Cost		Estimated Fair Value
Less than 1 year	$	101,764	$	102,821
Due in 1 to 2 years		43,618		44,288
Due in 2 to 5 years		38,948		39,013

Total fixed income securities	$	184,330	$	186,122

The following table shows the fair value of investments in available for sale securities that have been in an unrealized loss position for less than 12 months or for 12 months or longer as of March 31, 2011 (in thousands):


	Less than 12 months					12 months or longer					Total
	Fair Value		Unrealized losses			Fair Value		Unrealized losses			Fair Value		Unrealized losses
Corporate notes and bonds	$	17,087	$	(88	)	$	—	$	—		$	17,087	$	(88	)
U.S. government and agency securities		11,180		(3	)		—		—			11,180		(3	)
Foreign and municipal bonds		4,013		(15	)		—		—			4,013		(15	)

Total fixed income securities		32,280		(106	)		—		—			32,280		(106	)
Publicly traded equity securities		868		(56	)		46		(121	)		914		(177	)

Total available for sale securities	$	33,148	$	(162	)	$	46	$	(121	)	$	33,194	$	(283	)


	Less than 12 months					12 months or longer					Total
	Fair Value		Unrealized losses			Fair Value		Unrealized losses			Fair Value		Unrealized losses
Corporate notes and bonds	$	8,957	$	(24	)	$	—	$	—		$	8,957	$	(24	)
U.S. government and agency securities		999		(1	)		—		—			999		(1	)
Foreign and municipal bonds		4,009		(23	)		—		—			4,009		(23	)

Total fixed income securities		13,965		(48	)		—		—			13,965		(48	)
Publicly traded equity securities		—		—			48		(119	)		48		(119	)

Total available for sale securities	$	13,965	$	(48	)	$	48	$	(119	)	$	14,013	$	(167	)

6.	Fair Value

When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

•

Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 1 consists of publicly traded equity securities which are valued primarily using quoted market prices utilizing market observable inputs as they are traded in an active market with sufficient volume and frequency of transactions.

•

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. The Company uses observable market prices for comparable instruments to value its fixed income securities.

•

Level 3 – Unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.

The Company had no assets or liabilities utilizing Level 3 inputs as of March 31, 2011.

The following table represents the Company’s fair value hierarchy for its financial assets (investments) measured at fair value on a recurring basis as of March 31, 2011 (in thousands):


	Level 1		Level 2		Total
Corporate notes and bonds	$	—	$	120,878	$	120,878
U.S. government and agency securities		—		15,080		15,080
Foreign and municipal bonds		—		8,249		8,249
Certificates of deposit		—		41,915		41,915

Total fixed income securities		—		186,122		186,122
Publicly traded equity securities		914		—		914

Total	$	914	$	186,122	$	187,036

Public traded equity securities are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Short-term investments are classified within Level 2 of the fair value hierarchy because they are valued based on other observable inputs, including broker or dealer quotations, or alternative pricing sources. When other observable market data is not available, the Company relies on non-binding quotes from an independent broker. Non-binding quotes are based on proprietary valuation models. These models use algorithms based on inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers, internal assumptions of the broker and statistically supported models. The types of instruments valued based on other observable inputs include corporate notes and bonds, U.S. Government agency securities, foreign municipal bonds and certificate of deposits. We have reviewed our financial and non-financial assets and liabilities as of March 31, 2011 and December 31, 2010 and concluded there were no material impairment charges needed.

7.	Inventories

Inventories are stated at the lower of cost (first in, first out) or market and consisted of the following (in thousands):


	March 31, 2011		December 31, 2010
Purchased parts	$	19,637	$	17,184
Work in process		10,300		11,924
Finished goods		12,986		19,031

	$	42,923	$	48,139

8.	Goodwill and Other Intangible Assets

The Company monitors the recoverability of goodwill recorded in connection with acquisitions, by reporting unit, annually, or sooner if events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company conducted its annual impairment test of goodwill as of September 30, 2010.

As of September 30, 2010, the Company determined that the fair value of its Imaging segment reporting unit exceeded the carrying value and therefore no goodwill impairment charge was recorded.

On November 30, 2010, the Company completed the acquisition of Microtune which resulted in an increase in goodwill of $18.1 million (as adjusted in the quarter ended March 31, 2011 – see Note 2) and an increase in purchased intangible assets of $33.8 million.

In the first quarter of 2011, the Company reviewed the significant assumptions and key estimates used in the annual impairment analysis and concluded the judgments used in the analysis remained appropriate and no impairment charges needed to be recorded as of March 31, 2011. In addition, there were no triggering events or indictors of impairment that would lead the Company to believe goodwill and intangible assets should be impaired.

Components of Acquired Intangible Assets (in thousands):


			March 31, 2011							December 31, 2010
	Weighted Average Useful Life (Years)		Gross Carrying Amount		Accumulated Amortization			Net Balance		Gross Carrying Amount		Accumulated Amortization			Net Balance
Amortized intangible assets:
Purchased technology		2-3	$	201,132	$	(193,527	)	$	7,605	$	201,132	$	(193,231	)	$	7,901
Patents		3-5		40,265		(40,265	)		—		40,265		(40,265	)		—
Customer base		3-5		28,572		(14,822	)		13,750		28,572		(13,751	)		14,821
Tradename and others		1-5		4,301		(4,186	)		115		4,301		(4,042	)		259

Total intangible assets subject to amortization				274,270		(252,800	)		21,470		274,270		(251,289	)		22,981
In-process research and development		N/A		10,700		—			10,700		10,700		—			10,700

Total			$	284,970	$	(252,800	)	$	32,170	$	284,970	$	(251,289	)	$	33,681

Estimated future intangible amortization expense, based on current balances, as of March 31, 2011 is as follows (in thousands):


Remaining nine months in 2011	$	3,813
Year ending December 31, 2012		4,933
Year ending December 31, 2013		4,933
Year ending December 31, 2014		4,620
Year ending December 31, 2015		1,155
Thereafter		2,016

Total future amortization	$	21,470

Components of Goodwill (in thousands):


	March 31, 2011							December 31, 2010
	Gross Carrying Amount		Accumulated Impairment			Gross Carrying Amount		Gross Carrying Amount		Accumulated Impairment			Net Balance
Goodwill	$	186,780	$	(164,494	)	$	22,286	$	184,638	$	(164,494	)	$	20,144

Changes in the carrying amount of goodwill for the three months ended March 31, 2011 and the year ended December 31, 2010 are as follows (in thousands):


	Imaging		Consumer
Balance at January 1, 2010	$	4,197	$	—
Addition in connection with the acquisition of Microtune		—		15,947
Impairment of goodwill		—		—

Balance at December 31, 2010		4,197		15,947
Goodwill adjustment (Note 2)		—		2,142
Impairment of goodwill		—		—

Balance at March 31, 2011	$	4,197	$	18,089

9. Other Long-Term Liabilities

The following is a summary of other long term liabilities as of March 31, 2011 and December 31, 2010 (in thousands):


	March 31, 2011		December 31, 2010
Severance obligations, Israel (see note below)	$	17,495	$	17,106
Income tax liability		13,812		13,364
Other employment related obligations		3,049		3,306
Deferred rent		2,292		2,054
Other		1,719		2,687

	$	38,367	$	38,517

Severance obligations represent liability for the Company’s employees in Israel. Under Israeli law, the Company is required to make severance payments to its retired or dismissed Israeli employees and Israeli employees leaving its employment in certain other circumstances. The Company’s severance pay liability to its Israeli employees, which is calculated based on the salary of each employee multiplied by the years of such employee’s employment, is reflected in the Company’s balance sheet in other long-term liabilities on an accrual basis, and is partially funded by the purchase of insurance policies in the name of the employees. The surrender value of the insurance policies is recorded in other assets.

The severance pay detail is as follows (in thousands):


	March 31, 2011			December 31, 2010
Accrued severance	$	17,495		$	17,106
Less: amount funded		(17,050	)		(16,629	)

Unfunded portion, net accrued severance pay	$	445		$	477

10.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes, which requires recognition of deferred tax liabilities and assets for the expected future tax consequence of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities.

The Company assesses, on a quarterly basis, the realizability of its deferred tax assets by evaluating all available evidence, both positive and negative, including: (1) the cumulative results of operations in recent years, (2) the source of recent losses, (3) estimates of future taxable income and (4) the length of operating loss carryforward periods. Throughout 2010 and for the first quarter of 2011, the Company reported a rolling three year cumulative loss in multiple foreign jurisdictions. The cumulative three-year loss was considered significant negative evidence which was objective and verifiable and thus was heavily weighted. Additional negative evidence the Company considered included projections of future losses, the historical volatility of the semiconductor industry and the highly competitive nature of the DTV, Multimedia player and Mobile markets in which the Company operates. Positive evidence considered by the Company in its assessment included lengthy operating loss carryforward periods, and a lack of unused expired operating loss carryforwards in the Company’s history. After considering both the positive and negative evidence, the Company determined that it was still more-likely-than-not that it would not realize the full value of certain foreign jurisdiction deferred tax assets. As a result, the Company continues to record a valuation allowance against those deferred tax assets to reduce them to their estimated net realizable value with a corresponding non-cash charge. It is possible that the Company will remove or record a valuation allowance on these or other jurisdictions in the near future dependent primarily on the actual and projected results in each jurisdiction.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company records liabilities for anticipated tax audit issues based on its estimate of whether, and the extent to which, additional taxes may be due. Actual tax liabilities may be different than the recorded estimates and could result in an additional charge or benefit to the tax provision in the period when the ultimate tax assessment is determined. The Company’s March 31, 2011 tax provision includes a benefit of $1.4 million, reducing the amount recorded for uncertain tax positions, as a result of concluding an income tax audit by the Israel Tax Authority.

The Company’s effective tax rate is highly dependent upon the geographic distribution of its worldwide earnings or losses, the tax regulations and tax holiday benefits in certain jurisdictions, and the effectiveness of its tax planning strategies. The Company’s Israel based subsidiary is an “Approved Enterprise” under Israeli law, which provides a ten-year tax holiday for income attributable to a portion of the Company’s operations in Israel. The Company’s U.S. federal net operating losses expire at various times between 2017 and 2029, and the benefits from the Company’s subsidiary’s Approved Enterprise status expire at various times beginning in 2012.

The Company has determined that the effective tax rate method for computing the Zoran group tax provision does not provide meaningful results because of the uncertainty in reliably estimating 2011 annual effective tax rate. As a result, the provision for income taxes for the three months ended March 31, 2011 reflects the sum of the estimated tax expense in each of our profitable jurisdictions for their year to date profit.

11.

Segment Reporting

The Company’s products consist of highly integrated application-specific integrated circuits and system-on-a-chip solutions as well as licenses of certain software and other intellectual property. Operating segments are defined as components of an enterprise about which separate financial information is available, which the chief operating decision-maker evaluates regularly in determining allocation of resources and assessing performance. The Company aggregates its operating segments into two reportable segments, Consumer and Imaging based on the guidance within ASC 280.

The Consumer group provides products for use in DVD and Multimedia Player products, standard and high definition digital televisions, set-top boxes, digital cameras and multimedia mobile phones. The Imaging group provides products used in digital copiers, laser and inkjet printers and multifunction peripherals.

Information about reported segment income or loss is as follows for the three months ended March 31, 2011 and 2010 (in thousands):


	Three Months Ended March 31,
	2011			2010
Net revenues:
Consumer	$	69,713		$	75,625
Imaging		15,207			14,826

	$	84,920		$	90,451

Operating expenses:
Consumer	$	102,281		$	83,680
Imaging		11,933			10,280

	$	114,214		$	93,960

Contribution margin:
Consumer	$	(32,568	)	$	(8,055	)
Imaging		3,274			4,546

	$	(29,294	)	$	(3,509	)

A reconciliation of the totals reported for the operating segments to the applicable line items in the condensed consolidated financial statements for the three months ended March 31, 2011 and 2010 is as follows (in thousands):


	Three Months Ended March 31,
	2011			2010
Contribution margin from operating segments	$	(29,294	)	$	(3,509	)
Amortization of intangible assets		1,511			109

Total operating loss	$	(30,805	)	$	(3,618	)

The Company maintains operations in China, France, Germany, India, Israel, Japan, Korea, Philippines, Taiwan, the United Kingdom and the United States. Activities in Israel and the United States consist of corporate administration, product development, logistics and worldwide sales management. Other foreign operations consist of sales, product development and technical support.

The geographic distribution of total revenues for the three months ended March 31, 2011 and 2010 was as follows (in thousands):


	Three Months Ended March 31,
	2011		2010
Revenues from unaffiliated customers originating from:
Taiwan	$	29,578	$	24,032
China		20,794		34,608
Japan		18,090		20,485
Europe		7,121		190
United States		5,604		5,662
Korea		2,049		4,018
Other		1,684		1,456

Total revenues	$	84,920	$	90,451

For the three months ended March 31, 2011, two customers accounted for 13% and 11% of total revenues, respectively. For the same period of 2010, four customers accounted for 16%, 13%, 11% and 11% of total revenues, respectively.

As of March 31, 2011, two customers accounted for approximately 20% and 11% of the net accounts receivable balance, respectively, and as of December 31, 2010, four customers accounted for approximately 15%, 11%, 11% and 10% of the net accounts receivable balance, respectively.

12.

Net Loss Per Share

The following table provides a reconciliation of the components of the basic and diluted net loss per share computations (in thousands, except per share data):


	Three Months Ended March 31,
	2011			2010
Net loss	$	(30,366	)	$	(3,969	)

Basic and diluted weighted average shares outstanding		49,079			51,174

Net loss per share:
Basic and diluted	$	(0.62	)	$	(0.08	)

For the three months ended March 31, 2011 and 2010, outstanding options and restricted stock units were excluded from the computation of diluted net loss per share as the inclusion of such shares would have had an anti-dilutive effect.

13.

Commitments and Contingencies

Legal Proceedings

Xpoint Technologies, Inc. v. Zoran Corporation

On September 18, 2009, Xpoint Technologies, Inc. filed an amended complaint against the Company and 43 other defendants in the United States District Court for the District of Delaware. The complaint alleged that the Company’s manufacture and sale of digital camera processors, including its Coach 9, Coach 10 and Coach 12 lines of processors, infringe one or more of the claims of United States Patent No. 5,913,028. Subsequent to filing the amended complaint, Xpoint also identified the Company’s Coach 8 processor as an additional allegedly infringing product. The complaint sought unspecified damages, a preliminary and permanent injunction against further infringement, a finding of willful infringement, enhanced damages, attorneys’ fees and costs. The Company filed an answer and a counterclaim. The Company’s counterclaim sought an order declaring that it did not infringe the patent and that the patent is invalid. Discovery was completed, and the parties had begun to engage in the claim construction process. Effective as of April 13, 2011, the parties entered into a settlement agreement resolving the disputes at issue in the lawsuit. Under the agreement, Xpoint granted the Company a non-exclusive fully paid up license under the patent, the Company agreed to make a one-time payment to Xpoint, and Xpoint agreed to dismiss the lawsuit.

Advanced Processor Technologies LLC v. Analog Devices, Inc., et al.

On January 26, 2011, Advanced Processor Technologies LLC (“APT”) filed an amended complaint against the Company and eight other defendants in the United States District Court for the Eastern District of Texas. The complaint alleges that the Company and each of the other defendants manufactures, uses, sells, imports, and/or offers for sale data processors with memory management units (“MMUs”), or products containing such devices, that directly infringe one or more of the claims of United States Patent No. 6,047,354 and that products of the Company and certain of the other defendants also directly infringe one or more of the claims of United States Patent No. 5,796,978. The complaint alleges that each of the defendants’ accused products incorporates one of several processor cores manufactured by ARM Ltd., or products that incorporate ARM processor cores. The complaint does not specify which of the Company’s products allegedly infringe the APT patents. The complaint seeks unspecified damages for past infringement and either a permanent injunction against future infringement or the award of a reasonable royalty for such infringement. ARM has agreed to provide the defense for the Company and the other defendants in this lawsuit and to indemnify them against any damages and costs that may be finally awarded. On April 15, 2011, the Company filed an answer that included affirmative defenses denying APT’s allegations of infringement. The case is in its preliminary stages, and discovery has not yet commenced.

Litigation Related to the Merger

On February 23, 2011, a purported class action lawsuit was filed in Delaware Chancery Court by Judy Kauffman Goldstein, an alleged stockholder of Zoran who seeks to represent a class comprised of Zoran stockholders. The complaint in this action (the “Goldstein complaint”) names as defendants Zoran, the members of Zoran’s board of directors as of the date of the Goldstein complaint, CSR and Zeiss Merger Sub, Inc. The Goldstein complaint alleges that the director defendants breached fiduciary duties assertedly owed to Zoran and its stockholders by entering into the merger agreement with CSR that was announced on February 22, 2011; that CSR and Merger Sub aided and abetted the alleged breaches of fiduciary duty; and that if the merger is allowed to proceed, the stockholders will suffer damages because their shares will be acquired for less than their actual value. The plaintiff seeks an order of the Court certifying the action as a class action; rescinding the merger and/or preliminarily enjoining the defendants from consummating the merger; enjoining the defendants from taking any further action to interfere with a consent solicitation previously commenced by Ramius Value and Opportunity Master Fund Ltd. (“Ramius”); and/or awarding damages, attorney’s fees and costs.

On February 25, 2011, a second purported class action was filed in the same court by Lawrence Zucker, an alleged stockholder of Zoran, who seeks to represent the same purported class. The complaint in this action (the “Zucker complaint”) names as defendants the members of Zoran’s board of directors as of the date of the complaint and Zoran. The allegations contained in the Zucker complaint are largely similar to the allegations contained in the Goldstein complaint, except that the Zucker complaint also alleges that Zoran aided and abetted alleged breaches of fiduciary duty by the director defendants; does not name CSR or Merger Sub as defendants; and does not allege that CSR or Merger Sub aided or abetted any alleged breaches of fiduciary duty. The plaintiff seeks similar relief to that sought in the Goldstein complaint, except that the Zucker complaint does not seek any relief with respect to the Ramius consent solicitation. On March 10, 2011, the Chancery Court consolidated the Goldstein and Zucker actions and designated the Goldstein complaint as the operative complaint in the consolidated action.

On March 29, 2011, a purported class action lawsuit was filed in California Superior Court, Santa Clara County by Clal Finance Mutual Funds Corporation, an alleged stockholder of Zoran that seeks to represent a class comprised of Zoran stockholders. The complaint in this action, referred to herein as the Clal Finance complaint, names as defendants Zoran, four members of Zoran’s board of directors, CSR and Zeiss Merger Sub, Inc. The Clal Finance complaint alleges that the director defendants breached fiduciary duties allegedly owed to Zoran and its stockholders by engaging in a flawed sale process that culminated in the merger agreement with CSR that was announced on February 20, 2011; that Zoran, CSR and Zeiss Merger Sub, Inc. aided and abetted the alleged breaches of fiduciary duty; and that if the merger is allowed to proceed, the stockholders will suffer damages because their shares will be acquired for less than their actual value. The plaintiff seeks an order of the Court certifying the action as a class action; rescinding the merger and/or preliminarily enjoining the defendants from consummating the merger; directing the director defendants to commence a sale process designed to secure the best possible consideration for Zoran stockholders; and/or awarding damages, attorneys’ fees and costs.” Accordingly, the Company’s potential loss, if any, is not reasonably estimable at this time.

Indemnification Obligations

The Company’s Amended and Restated Bylaws require the Company to indemnify its directors and authorize the Company to indemnify its officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). In addition, each of the Company’s current directors and officers has entered into a separate indemnification agreement with the Company. The Company’s Restated Certificate of Incorporation limits the liability of directors to the Company or its stockholders to the fullest extent permitted by the DGCL. The obligation to indemnify generally means that the Company is required to pay or reimburse the individuals’ reasonable legal expenses and possibly damages and other liabilities incurred in connection with these matters.

As part of the acquisition of Microtune, Inc. on November 30, 2010, the Company assumed a contractual obligation to indemnify two former Microtune officers, Douglas J. Bartek and Nancy A. Richardson, for their ongoing legal fees associated with their alleged violations of the U.S. securities laws related to Microtune’s historical stock option granting practices. The assessment of the obligation included the range of possible trial outcomes as determined on November 30, 2010. The Company was not able to reasonable estimate the ongoing legal fees for which it is required to indemnify but was able to determine a range of possible outcomes ranging from $1.7 million to $8.0 million. The Company recorded in the quarter ended March 31, 2011 an adjustment to goodwill and a corresponding liability of $1.7 million (see Note 2) as it was concluded that there was no amount in the range was more likely than another, we recorded the low point in the range.

Other Legal Matters

The Company is named from time to time as a party to lawsuits in the normal course of its business, such as the matter described above. Litigation in general, and intellectual property litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings are difficult to predict. The Company accrues for contingent liabilities when it determines that it is probable that a liability had been incurred at the date of the financial statements and that the amount of such liability can be reasonably estimated. During the three months ended March 31, 2011 and 2010, the Company incurred $0.3 million and $1.1 million of costs, respectively, in connection with settlement of disputes, respectively.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report includes a number of forward-looking statements which reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to many risks and uncertainties, including those discussed in “Part II, Item 1A. Risk Factors” below. In this report, the words “anticipates,” “believes,” “expects,” “intends,” “future” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Overview

We provide integrated circuits, software and platforms for digital televisions, set-top boxes, broadband receivers (“silicon tuners”) and media players, digital cameras and printers, scanners and related Multi Function Peripherals (“MFP”). We sell our products to original equipment manufacturers that incorporate them into products for consumer and commercial applications

On February 20, 2011, we entered into a definitive agreement with CSR, a global leader in wireless connectivity based in the United Kingdom. Under the term of the merger agreement, each share of our issued and outstanding common stock will be converted into the right to receive 0.4625 ADSs of CSR, with each whole ADS representing 4 ordinary shares of CSR. The transaction is expected to be completed in the late second quarter or early third quarter of 2011 and is subject to approval by CSR and our shareholders as well as regulatory approvals and other customary closing conditions. Upon completion of the transaction, we will become a wholly-owned subsidiary of CSR.

On November 30, 2010, we completed the acquisition of Microtune, a receiver solutions company that designs and markets advanced RF and demodulator electronics for worldwide customers based in Plano, Texas. We acquired Microtune, among other things, to enhance our position in the core markets we serve and expand our worldwide presence, improving our ability to serve our customers as a single point-of-service provider. We have included the financial results of Microtune in our consolidated financial statements from the date of acquisition. For the first quarter of 2011, Microtune contributed $18.1 million to our total hardware revenue.

In the fiscal year 2010 and first quarter of 2011, we experienced a significant reduction in the demand for our DTV and multimedia player products primarily due to loss of market share by our key customers resulting in reduced orders of our products. We were also impacted by one of our customers’ decision to add a second supplier, causing additional market share loss for us. As a result of these developments, we have taken certain restructuring activities such as discontinuing further investment in our multimedia player products, we have also closed our Sweden office in the second half of 2010 and further decreased headcount in our other overseas offices in the first quarter of 2011 to reduce our operating expenses to right size the business and maintain a strong balance sheet.

Revenues

We derive most of our revenues from the sale of our integrated circuit and system-on-a-chip (“SOC”) products. Historically, average selling prices for our products, consistent with average selling prices for products in the semiconductor industry generally, have decreased over time. Average selling prices for our products have fluctuated substantially from period to period, reflecting changes in our mix of product sold and transitions from low-volume to high-volume production. In the past, we have periodically reduced the prices of some of our products in order to better penetrate the consumer market. We believe that as our product lines continue to mature and competitive markets evolve, we are likely to experience further declines in the average selling prices of our products, although we cannot predict the timing and amount of such future changes with any certainty.

We also derive revenues from licensing our software and other intellectual property. Licensing revenues include one-time license fees and royalties based on the number of units sold by the licensee. Quarterly licensing revenues can be significantly affected by the timing of a small number of licensing transactions, each accounting for substantial revenues. Accordingly, licensing revenues have fluctuated, and will continue to fluctuate, on a quarterly basis. Our software license agreements typically include obligations to provide maintenance and other support over a fixed term and allow for renewal of maintenance services on an annual basis. We recognize maintenance and support revenue ratably over the term of the arrangement. We also receive royalty revenues based on per unit shipments of products that include our software, which we recognize upon receipt of a royalty report from the customer, typically one quarter after the sales are made by our licensee.

We also generate a portion of our revenues from development contracts, primarily with key customers. Revenues from development contracts are generally recognized as the services are performed based on the specific deliverables outlined in each contract. Amounts received in advance of performance under contracts are recorded as deferred revenue and are generally recognized within one year from receipt.

Cost of Hardware Product Revenues

Our cost of hardware product revenues consists primarily of fabrication costs, assembly and test costs, the cost of materials and overhead from operations and allocable facilities costs. If we are unable to reduce our cost of hardware product revenues to offset anticipated decreases in average selling prices, our product gross margins will decrease. We expect both product and customer mix to continue to fluctuate in future periods, causing fluctuations in margins.

Research and Development

Our research and development expenses consist of salaries and related costs of employees engaged in ongoing research, design and development activities, costs of engineering materials and supplies and allocable facilities costs. We believe that significant investments in research and development are required for us to remain competitive, and we expect to continue to devote significant resources to product development, although such expenses as a percentage of total revenues may fluctuate.

Selling, General and Administrative

Our selling, general and administrative expenses consist primarily of employee-related expenses, sales commissions, product promotion, other professional services and allocable facilities costs.

Income Taxes

Our global effective tax rate is highly dependent upon the geographic distribution of our worldwide earnings or losses as our statutory tax rate varies significantly by jurisdiction. Our current tax expense reflects taxes expected to be owed in our profitable jurisdictions. In addition, in certain foreign jurisdictions, we record a valuation allowance on the portion of those deferred tax assets for which future income is uncertain. The determination of when to record or remove a valuation allowance is highly subjective and is made for each jurisdiction separately. We rely primarily on an analysis of cumulative earnings or losses and projected future earnings or losses. It is possible that we will remove or record a valuation allowance in the near future dependent primarily on the actual and projected results in each jurisdiction. Our March 31, 2011 tax provision includes a benefit of $1.4 million, reducing the amount recorded for uncertain tax positions, as a result of concluding an income tax audit by the Israel Tax Authority.

Our Israeli subsidiary is an “Approved Enterprise” under Israeli law, which provides a ten-year tax holiday for income attributable to a portion of our operations in Israel. Our U.S. federal net operating losses expire at various times between 2017 and 2029, and the benefits from our subsidiary’s Approved Enterprise status expire at various times beginning in 2012.

Segments

Our products consist of application-specific integrated circuits, or ASICs and SOC products. We also license certain software and other intellectual property. We have two reportable segments—Consumer and Imaging. The Consumer group provides products for use in multimedia player products, standard and high definition digital televisions, set-top boxes, digital cameras and multimedia mobile phones. The Imaging group provides products used in digital copiers, laser and inkjet printers, and multifunction peripherals.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies and estimates are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Results of Operations

The following table summarizes selected consolidated statement of operations data and changes for the periods presented (amounts in thousands, except for percentages):


	Three Months Ended March 31,						Change
	2011			2010			$			%
Revenues:
Hardware product revenues	$	72,877		$	79,050		$	(6,173	)		(7.8	)%
Software and other revenues		12,043			11,401			642			5.6	%

Total revenues		84,920			90,451			(5,531	)		(6.1	)%

Cost and expenses:
Cost of hardware product revenues		41,213			43,720			(2,507	)		(5.7	)%
Research and development		36,399			26,114			10,285			39.4	%
Selling, general and administrative		36,602			24,126			12,476			51.7	%
Amortization of intangible assets.		1,511			109			1,402			1286.2	%

Total costs and expenses		115,725			94,069			21,656			23.0	%

Operating loss		(30,805	)		(3,618	)		(27,187	)		*

Interest and other income, net		867			2,349			(1,482	)		(63.1	)%
Provision for income taxes		428			2,700			(2,272	)		*

Net loss	$	(30,366	)	$	(3,969	)	$	(26,397	)		*

Supplemental Operating Data:
Cost of hardware product as % of hardware product revenues		56.6	%		55.3	%

*	not meaningful

Revenues

Hardware product revenues for the three months ended March 31, 2011 were $72.9 million compared to $79.1 million for the same period of 2010. Hardware product revenues decreased $6.4 million, or 8.5%, in the Consumer segment, partially offset by an increase of $0.2 million, or 5.1%, in the Imaging segment. Within the Consumer segment, hardware product revenues for DTV products decreased by $11.9 million, or 49.6%, hardware product revenues for Multimedia Player products decreased by $3.7 million, or 38.6% and hardware product revenues for Mobile products decreased by $8.8 million or 21.3%. The decrease was partially offset by an increase of $18.1 million in Broadband receiver hardware product revenue due to the Microtune acquisition. Total units shipped for DTV products decreased by 33.6% compared to the same period of the prior year. The decrease was due to loss of market share by our key customers and the decision of one of our customers to add a second source supplier in the second half of 2010. In addition, average selling prices for DTV products decreased by 24.2% in the first quarter of 2011 compared to the same period of 2010. Total units shipped for Multimedia Player products decreased by 35.0% compared to the same period of the prior year. Due to weakening demand and poor industry fundamentals, starting in the second half of 2010, we discontinued further investments in Multimedia Player products and reduced our headcount, which should enable us to harvest end-of-life revenues and be profitable in this business segment for the remainder of 2011. The decrease in Mobile product revenue was mainly due to a 3.8% decrease in total units shipped and 18.2% decrease in average selling prices in the first quarter of 2011 compared to the same period of 2010 as a result of our decision to discontinue our Approach product line in 2009. The increase in Imaging product revenue was primarily due to a 5.1% increase in total units shipped in the first quarter of 2011 compared to the same period of 2010. Average selling price for Imaging product revenue in the first quarter of 2011 remained consistent with the same period of 2010.

Software and other revenues were $12.0 million for the three months ended March 31, 2011, compared to $11.4 million for the same period of 2010. Software and other revenues increased by $0.2 million in the Imaging segment and $0.4 million in the Consumer segment. The increase was primarily due to timing of new agreements signed.

Cost of Hardware Product Revenues

Cost of hardware product as a percentage of hardware revenues increased to 56.6% for the quarter ended March 31, 2011 from 55.3% for the same period of 2010. This increase was primarily due to a change in product mix, with a lower percentage of revenues from sales of higher margin Mobile products and general average selling price erosion for our products.

Research and Development

Research and development expenses were $36.4 million for the three months ended March 31, 2011, compared to $26.1 million for the same period of 2010. The increase of $10.3 million or 39.4% was primarily a result of the inclusion of the former Microtune operations. The increase was slightly offset by decreased payroll costs in certain offices due to cost control measures in place.

Selling, General and Administrative

Selling, general and administrative expenses were $36.6 million for the three months ended March 31, 2011, compared to $24.1 million for the same period of 2010. The increase of $12.5 million or 51.7% was primarily a result of the inclusion of the former Microtune operations, restructuring activities in our overseas offices, cost of defending dissenting shareholder activities and acquisition expenses associated with the CSR merger.

Amortization of Intangible Assets

Amortization expense was $1.5 million for the three months ended March 31, 2011, compared to $0.1 million for the same period of 2010. The increase was primarily due to amortization related to intangible assets acquired through the Microtune acquisition. At March 31, 2011, we had approximately $32.2 million in net intangible assets acquired through the Microtune and Let It Wave acquisition, which we will continue to amortize on a straight line basis through 2019.

Interest and Other Income

Interest and other income was $0.9 million for the three months ended March 31, 2011, compared to $2.3 million for the same period of 2010. The decrease was primarily due to a lower investment balance compared to the prior year as a result of the Microtune acquisition and cash used in operating activities.

Provision for Income Taxes

We recorded a tax provision of $0.4 million and $2.7 million for the three months ended March 31, 2011 and 2010, respectively. The tax provisions for three month ended March 31, 2011 reflects primarily the sum of the estimated tax expenses in each of our profitable jurisdictions adjusted for discrete items which are fully recognized in the period they occurred. Discrete items for the three month ended March 31, 2011 were primarily benefits related to the conclusion of tax audit of Company’s 2005 through 2008 income tax returns by Israel Tax Authority. The tax provision for the three month ended March 31, 2010 reflects the estimated annual tax rate applied to the year to date profit before tax for our profitable jurisdictions, adjusted for discrete items that are fully recognized in the period they occurred

Liquidity and Capital Resources

At March 31, 2011, we had $64.4 million of cash and cash equivalents, and $187.0 million of short term investments. At March 31, 2011, we had $264.2 million of working capital.

Cash used in operating activities was $8.7 million during the three months ended March 31, 2011. While we recorded a net loss of $30.4 million, this loss included non-cash items such as amortization of intangible assets of $1.5 million, depreciation of $1.9 million, stock-based compensation expense of $3.9 million and deferred income taxes of $2.7 million resulting in our net loss adjusted for non-cash items to be a total net loss of $20.4 million. Cash flow from changes in assets and liabilities was primarily due to decrease of inventory by $5.2 million, prepaid expenses, other current assets and other assets decreased by $1.6 million and accounts payable increased by $8.0 million due to timing of payments. These changes were partially offset by and an increase in accounts receivable of $2.3 million due to the timing of shipments and increase in other liabilities totaling $0.8 million.

Cash used in investing activities was $8.7 million during the three months ended March 31, 2011. Investment purchases of $36.6 million and $1.2 million used for purchases of property and equipment were offset by proceeds from sales and maturities of investments of $29.1 million.

Cash provided by financing activities during the three months ended March 31, 2011 was $0.7 million and consisted of proceeds from issuances of common stock through exercises of employee stock options.

At March 31, 2010, we had $95.7 million of cash and cash equivalents, and $304.3 million of short term investments. At March 31, 2010, we had $411.8 million of working capital.

Our operating activities generated cash of $1.4 million during the three months ended March 31, 2010. While we recorded a net loss of $4.0 million, this loss included non-cash items such as amortization of intangible assets of $0.1 million, depreciation of $1.6 million, stock-based compensation expense of $2.2 million and deferred income taxes of $3.0 million resulting in our net loss adjusted for non-cash items to be a total net income of $3.0 million. Cash flow from changes in assets and liabilities was primarily due to increases in accounts receivable by $5.0 million due to the timing of shipments, inventory by $2.4 million to meet an increase in demand for the future quarter and prepaid expenses, other current assets and other assets by $0.3 million due to the timing of payments made. These changes were partially offset by an increase in accounts payable, accrued expenses and other liabilities totaling $6.6 million due to timing of payments.

Cash provided by investing activities was $4.7 million during the three months ended March 31, 2010. Proceeds from sales and maturities of investments of $53.2 million were offset by purchases of $47.8 million and $0.7 million used for purchases of property and equipment.

Cash provided by financing activities during the three months ended March 31, 2010 was $0.3 million and consisted of proceeds from issuances of common stock through exercises of employee stock options.

At March 31, 2011 and 2010, we do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Accordingly, we are not exposed to the type of financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

We believe that our current balances of cash, cash equivalents and short-term investments, and anticipated cash flows from operations, will satisfy our anticipated working capital and capital expenditure requirements at least through the next 12 months. Nonetheless, our future capital requirements may vary materially from those now planned and will depend on many factors including, but not limited to:

•

the levels at which we maintain inventories and accounts receivable;

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the market acceptance of our products;

•

the levels of promotion and advertising required to launch our new products or to enter markets and attain a competitive position in the marketplace;

•

our business, product, capital expenditure and research and development plans and technology roadmap;

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volume pricing concessions;

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capital improvements;

•

acquisitions of businesses, products or technologies;

•

technological advances;

•

the response of competitors to our products; and

•

our relationships with suppliers and customers.

In addition, we may require an increase in the level of working capital to accommodate planned growth, hiring and infrastructure needs.

To the extent that our existing resources and cash generated from operations are insufficient to fund our future activities, we may need to raise additional funds through public or private financings or borrowings. If additional funds are raised through the issuance of debt securities, these securities could have rights, preferences and privileges senior to holders of common stock, and the terms of this debt could impose restrictions on our operations. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders. We cannot be certain that additional financing will be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain any additional financing, we may be required to reduce the scope of our planned product development and sales and marketing efforts, which could harm our business, financial condition and operating results.

Our investment policy focuses on three objectives: to preserve capital, to meet liquidity requirements and to maximize total return. Our investment policy establishes minimum ratings for each classification of investment and investment concentration is limited in order to minimize risk, and the policy also limits the final maturity on any investment and the overall duration of the portfolio. Given the overall market conditions, we regularly review our investment portfolio to ensure adherence to our investment policy and to monitor individual investments for risk analysis and proper valuation.

We hold our marketable securities as trading and available-for-sale and mark them to market. We expect to realize the full value of our marketable securities upon maturity or sale, as we have the intent and believe we have the ability to hold the securities until the full value is realized. However, we cannot provide any assurance that our invested cash, cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets, which may require us to record an impairment charge that could adversely impact our financial results.

Contractual Obligations

The following is a summary of fixed payments related to certain contractual obligations as of March 31, 2011 (in thousands):


Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating leases commitments (1)	$	40,707	$	7,703	$	13,343	$	12,232	$	7,429
Purchase commitments (2)		33,897		33,897		—		—		—
Other long-term liabilities		38,367		—		16,505		938		20,924

Total	$	112,971	$	41,600	$	29,848	$	13,170	$	28,353

(1)	We lease many of our office facilities for various terms under long-term, noncancelable operating lease agreements. The leases expire at various dates from fiscal year 2011 through fiscal year 2018.

(2)	Our contracts with our suppliers generally require us to provide purchase order commitments that are generally binding and cannot be canceled.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to financial market risks, including changes in interest rates and foreign currency exchange rates. We maintain an investment portfolio of various holdings, types, and maturities. See Note 5 to the Condensed consolidated Financial Statements. We hold our marketable securities as available-for-sale and mark them to market. We expect to realize the full value of all our marketable securities upon maturity or sale, as we have the intent and believe that we have the ability to hold the securities until the full value is realized. However, we cannot provide any assurance that our invested cash, cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets, which may require us to record an impairment charge that could adversely impact our financial results.

We consider various factors in determining whether we should recognize an impairment charge for our fixed income securities and publicly traded equity securities, including the length of time and extent to which the fair value has been less than our cost basis, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

Interest Rate Risk

We invest in a variety of financial instruments, consisting principally of investments in commercial paper, money market funds and highly liquid debt securities of corporations, municipalities and the United States government and its agencies and certificate of deposits insured by FDIC. These investments are denominated in United States dollars. We do not maintain derivative financial instruments. We place our investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines.

All of our cash equivalents and marketable securities are treated as “available-for-sale.” Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we generally classify our debt securities as “available-for-sale” no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be other than temporary. These securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income, a component of stockholders’ equity, net of tax.

Due mainly to the short-term nature of the major portion of our investment portfolio, the fair value of our investment portfolio or related income would not be significantly impacted by either a 10% increase or decrease in interest rates. Actual future gains and losses associated with our investments may differ from the sensitivity analyses performed as of March 31, 2011 due to the inherent limitations associated with predicting the changes in the timing and level of interest rates and our actual exposures and positions.

Exchange Rate Risk

We consider our direct exposure to foreign exchange rate fluctuations. We recorded an exchange loss $0.2 million for the three months ended March 31, 2011 and 2010. These fluctuations were primarily due to foreign currency remeasurement as a result of changes in the value of the US dollar in comparison to currencies in countries in which we operate.

Currently, sales and supply arrangements with third-party manufacturers provide for pricing and payment in United States dollars and, therefore, are not subject to exchange rate fluctuations. Increases in the value of the United States’ dollar relative to other currencies would make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the United States’ dollar relative to other currencies could result in our suppliers raising their prices as a condition to their continuing to do business with us.

A portion of the cost of our operations, relating mainly to our personnel and facilities in Israel, Asia and Europe, are transacted in foreign currencies. To date, we have not engaged in any currency hedging activities, although we may do so in the future. Significant fluctuations in currency exchange rates could impact our business in the future. However, a hypothetical 10% favorable or unfavorable change in foreign currency exchange rates would not have a material impact on our financial position or results of operations.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes to Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

The information required by this Item is incorporated by reference to the discussion in Part I, Item 1, Note 13.

Item 1A.

Risk Factors

Our future business, operating results and financial condition are subject to various risks and uncertainties, including those described below. The following risk factors update and supersede in their entirety the risk factors set forth in our annual report on Form 10-K for the fiscal year ended December 31, 2010.

Our annual revenues and operating results fluctuate due to a variety of factors, which may result in volatility or a decline in the price of our common stock

Our historical operating results have varied significantly from period to period due to a number of factors, including:

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fluctuation in demand for our products including reduced demand resulting from the current global economic slowdown and general decline in business conditions;

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whether our customers choose our products over those of our competitors for existing or new products and applications;

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our customers’ success in selling their products in their markets;

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competitive pricing pressures;

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the timing of new product introductions or enhancements by us and our competitors;

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the timing or cancellation of large customer orders;

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changes in the mix of products sold;

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our ability to identify new markets and develop products that are accepted by our customers in these markets;

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the level of market acceptance of new and enhanced versions of our products and our customers’ products;

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increased competition in product lines;

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the length and variability of the sales cycle for our products;

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price changes by our competitors and suppliers;

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the cyclical nature of the semiconductor industry;

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the availability of development funding;

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seasonality in demand for our products since revenues in the second half of the calendar year have historically been higher than the first half; and

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the evolving and unpredictable nature of the markets for products incorporating our integrated circuits and embedded software.

We expect that our operating results will continue to fluctuate in the future as a result of these factors and a variety of other factors, including:

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the impact of the recent earth quake and related nuclear accident in Japan

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the loss or gain of important customers;

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the cost and availability of adequate foundry capacity;

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failure to anticipate changing customer product requirements;

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fluctuations in manufacturing yields;

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changes in or the emergence of new industry standards;

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product obsolescence; and

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the amount of research and development expenses associated with new product introductions.

Our operating results could also be harmed by:

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economic conditions generally or in various geographic areas where we or our customers do business;

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a downturn in the markets for our customers’ products, particularly the consumer electronics market;

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general financial instability as a result of credit and equity market fluctuations and lack of credit availability for our customers and suppliers;

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other conditions affecting the timing or size of customer orders;

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our ability to effectively protect our intellectual property from infringement by others or license or otherwise obtain access to the intellectual property necessary for us to sell our current products or introduce new products;

•

changes in governmental regulations that could affect our products;

•

disruption in commercial activities associated with heightened security concerns affecting international travel and commerce;

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tightened immigration controls that may preclude or restrict the ability of key non-U.S. managers and technical employees to work in our U.S. facilities or our ability to hire new non-U.S. employees in such facilities;

•

terrorism and international conflicts or other crises; or

•

further worsening or expansion of violent conflict in the Middle East which could adversely affect our operations in Israel.

These factors are difficult or impossible to forecast. We place orders with independent foundries several months in advance of the scheduled delivery date, often in advance of receiving non-cancelable orders from our customers. This limits our ability to react to fluctuations in demand. If anticipated shipments in any quarter are canceled or do not occur as quickly as expected, or if we fail to

foresee a technology or market change that could render our or one of our customer’s products obsolete, expense and inventory levels could be disproportionately high and we may incur charges for excess inventory, which would harm our gross margins and financial results. If anticipated license revenues in any quarter are canceled, do not occur, or are lower than anticipated, our gross margins and financial results may be harmed.

A significant portion of our expenses are fixed, and the timing of increases in expenses is based in large part on our forecast of future revenues. As a result, if revenues do not meet our expectations, we may be unable to quickly adjust expenses to levels appropriate for our actual revenues, which could harm our operating results.

Our proposed acquisition by CSR is subject to a number of conditions that must be satisfied prior to the closing of the merger. If we are unable to satisfy these conditions, the merger may not occur. Should the merger fail to close for any reason, our business, financial condition, results of operations and cash flows may be harmed. During the pendency of the merger our business may be harmed and our stock price may be subject to significant fluctuations.

Our merger agreement with CSR contains a number of conditions that must be satisfied before the closing of the merger can occur. If one or more of these conditions is not satisfied, and as a result, we do not complete the merger, or in the event the proposed merger is not completed or delayed for any other reason, our business may be harmed because:

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management’s and our employees’ attention may be diverted from our day-to-day business because matters related to the proposed merger may require substantial commitments of their time and resources;

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benefits that we expect to realize from the merger, such as the potentially enhanced strategic position of the combined company, would not be realized;

•

we may lose key employees;

•

our relationships with customers, partners and vendors may be harmed as a result of the merger as well as uncertainties with regard to our business and prospects;

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certain costs related to the proposed merger, such as legal and accounting fees and reimbursement of certain expenses, are payable by us whether or not the proposed merger is completed;

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under certain circumstances, if the proposed merger is not completed we may be required to pay a termination, or break-up, fee of up to $18 million to CSR; and

•

the market price of our common stock may decline if investors believe that the merger may not be completed.

Our stock price may also fluctuate significantly based on announcements by CSR, Ramius, us or other third-parties regarding the proposed merger and/or Ramius’ to replace certain of our directors, or based on market perceptions of the likely outcomes of these events. Such announcements may lead to perceptions in the market that the merger may not be completed, which could cause our stock price to fluctuate or decline.

The merger agreement generally requires us to operate our business in the ordinary course pending consummation of the proposed merger, and it restricts us, without CSR’s prior written consent, from taking certain specified actions until the merger is completed or the merger agreement is terminated. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the merger with CSR that could be favorable to us and our stockholders. Further, we risk losing key employees due to the uncertainty posed by the proposed merger and the recently completed Ramius consent solicitation. Efforts are needed by our employees to ensure that during the pendency of the proposed merger we continue to execute on our business plan and strategy, including research and development work on new products; sales and marketing efforts relating to current marketed products, as well as the launch of new products; and management of relationships with important customers, suppliers and other stakeholders to avoid disruption in our business. Moreover, our customers, suppliers and vendors could reduce or eliminate their business with us due to the merger, which could harm our business, particularly if the merger is not completed.

Any of these events could harm our results of operations and financial condition and could cause a decline in the price of our common stock, particularly if the merger does not close.

The recent natural disaster and related nuclear accident in Japan could disrupt our operations and those of our customers.

A number of companies that maintain facilities in Japan provide our suppliers or customers with materials and components. Even if these companies’ facilities are not located near the epicenter of the March 2011 Tohoku earthquake, they may be affected by the consequences of the natural disaster and related nuclear accident at the Fukushima I nuclear power plant that have affected Japan, which have included rolling blackouts, decreased access to materials and components and transportation interruptions. Some materials or components may be single-sourced from facilities in the areas affected by the natural disaster or related nuclear accident. If these conditions persist, we may experience shortages of materials or components required for the manufacturing of our products, which could limit our ability to supply these products. We may also experience delay or cancellation of orders from our customers, if they are unable to obtain adequate supplies of materials or components needed for the manufacture of their products that incorporate our chips, or if their operations are otherwise disrupted by the natural disaster and related nuclear accident in Japan, or if consumer demand weakens in Japan due to the disaster and related accident. These factors could harm our revenue and results of operations.

Our customers’ sales fluctuate due to product cycles and seasonality.

Because the markets that our customers serve are characterized by numerous new product introductions and rapid product enhancements and obsolescence, our operating results may vary significantly from quarter to quarter. During the final production of a mature product, our customers typically exhaust their existing inventories of our products. Consequently, orders for our products may decline in those circumstances, even if our products are incorporated into both our customers’ mature products and replacement products. A delay in a customer’s transition to commercial production of a replacement product would delay our ability to recover the lost sales from the discontinuation of the related mature product. Our customers also experience significant seasonality in the sales of their consumer products, which affects their orders of our products. Typically, the second half of the calendar year represents a disproportionate percentage of sales for our customers due to the holiday shopping period for consumer electronics products, and therefore, a disproportionate percentage of our sales. However, due to our and our customers’ loss of market share in the DTV market, our revenues for the second half of 2010 were lower than the first half of 2010. Any further loss of market share by us or our customers could further harm our sales and results of operations in fiscal 2011 and future periods.

Our ability to match production mix with the product mix needed to fill current orders and orders to be delivered in a given quarter may affect our ability to meet that quarter’s revenue forecast and can lead to excess inventory write-offs. In addition, we manufacture products based on forecasts of customer demand, which are based on multiple assumptions. If we inaccurately forecast customer demand, we may hold inadequate, excess or obsolete inventory causing us to lose revenue or take write-offs that would reduce our profit margins, either of which would harm our results of operations and financial condition.

We derive most of our revenue from sales to a small number of customers, and if we are not able to retain these customers, or they reschedule, reduce or cancel orders, or we are unable to collect from them, our revenues would be reduced and our financial results would suffer.

Our largest customers account for a substantial percentage of our revenues. For the quarter ended March 31, 2011, two customers accounted for 13% and11% of total revenues while sales to our ten largest customers accounted for 63% of our total revenues. Sales to these large customers have varied significantly from year to year and will continue to fluctuate in the future. These sales also may fluctuate significantly from quarter to quarter. We may not be able to retain our key customers, or these customers may cancel purchase orders or reschedule or decrease their level of purchases from us. For example, in 2011, Cisco announced that they were discontinuing their Flip video product line which will impact our revenues for the remainder of 2011. Any substantial decrease or delay in sales to one or more of our key customers would harm our sales and financial results. In addition, any difficulty in collecting amounts due from one or more key customers could harm our financial results. As of March 31, 2011, two customers accounted for approximately 20% and 11% of our net accounts receivable balance, respectively.

Our products generally have long sales cycles and implementation periods, which increase our costs in obtaining orders and reduce the predictability of our operating results.

Our products are technologically complex. Prospective customers generally must make a significant commitment of resources to test and evaluate our products and to integrate them into larger systems. As a result, our sales processes are often subject to delays associated with lengthy approval processes that typically accompany the design and testing of new products. The sales cycles of our products, depending on our product line, typically range from three to twelve months. Longer sales cycles require us to invest significant resources in attempting to make sales and delay the generation of revenue. We incur costs related to such sales prior to, and even if we do not succeed in, making any sale to a customer.

Long sales cycles also subject us to other risks, including customers’ budgetary constraints or insolvency, internal acceptance reviews and cancellations. In addition, orders expected in one quarter could shift to another because of the timing of customers’ purchase decisions, which could harm our financial results.

The time required for our customers to incorporate our products into their own can vary significantly and generally exceeds several months, which further complicates our planning processes and reduces the predictability of our operating results.

We are not protected by long-term contracts with our customers.

We generally do not enter into long-term purchase contracts with our customers, and we cannot be certain as to future order levels from our customers. Customers generally purchase our products pursuant to cancelable short-term purchase orders. We cannot predict whether our current customers will continue to place orders, whether existing orders will be canceled, or whether customers who have ordered products will pay invoices for delivered products. Even when we do enter into a long-term contract, the contract is generally terminable at the convenience of the customer. Termination or reduction in orders by one of our major customers would harm our financial results.

Adverse economic factors have reduced our sales and revenues, increased our expenses and hurt our profitability, results of operations, financial condition and may continue to adversely impact us.

Factors, such as high unemployment levels, inflation, deflation, increased fuel and energy costs, as well as increased consumer debt levels, interest rates and tax rates, may reduce overall consumer spending or shift consumer spending to products other than those offered by our customers. Reduced sales by our customers harm our business by reducing demand for our products. Moreover, if our customers are not successful in generating sufficient revenue or cannot secure financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Lower net sales of our products and reduced payment capacity of our customers reduces our current and future revenues. In addition, our expenses could increase due to, among other things, fluctuations of the value of the United States dollar, changes in interest and tax rates, decreased inventory turnover, increases in vendor prices, and reduced vendor output. Such reduction of our revenues and increase of our expenses hurts our profitability and harms our results of operations and financial condition. In preparing our financial statements, we are required to make estimates and assumptions that affect amounts reported in our financial statements and accompanying notes, and some of those estimates are based on our forecasts of future results. The current volatility in the global economy increases the risk that our actual results will differ materially from our forecasts, requiring adjustments in future financial statements.

Trends in global credit markets could result in insolvency of our key suppliers or customers, and customer inability to finance purchases of our products.

The credit market crisis, including uncertainties with respect to financial institutions and the global capital markets, and other macro-economic challenges currently affecting the global economy may adversely affect our customers and suppliers. As a result of these conditions, our customers may experience cash flow problems, may not be able to obtain credit to finance their purchases and may modify, delay or cancel plans to purchase our products or lengthen payment terms. If our customers are unable to finance purchases of our products, our sales will be harmed.

Similarly, current economic and credit conditions may cause our suppliers to increase their prices, tighten payment terms or reduce their output, which could increase our expenses, make it harder or more expensive to obtain required supply and impair our sales. Moreover, if one of our key suppliers becomes insolvent, we may not be able to find a suitable substitute in a timely manner, which could reduce our sales and increase our cost of production. If economic and credit conditions in the United States, Europe and other key markets deteriorate further or do not show improvement, our business and operating results may be harmed.

Our products are characterized by average selling prices that typically decline over relatively short time periods; if we are unable to reduce our costs or introduce new products with higher average selling prices, our financial results will suffer.

Average selling prices for our products typically decline over relatively short time periods, while many of our manufacturing costs are fixed. When our average selling prices decline, our revenues decline unless we are able to sell more units and our gross margins decline unless we are able to reduce our manufacturing costs by a commensurate amount. In addition, we must continue to introduce new products with high average selling prices to compensate for our older products that may have declining average selling prices. Our operating results suffer when gross margins decline. We have experienced these problems, and we expect to continue to experience them in the future, although we cannot predict when they may occur or how severe they will be – for example, we experienced significant declines in average selling prices during the first quarter of 2011 compared to the prior year.

Our operating results may be harmed by cyclical and volatile conditions in the markets we address. As a result, our business, financial condition and results of operations could be harmed.

We operate in the semiconductor industry, which is cyclical and from time to time has experienced significant downturns. Downturns in the semiconductor industry often occur in connection with, or in anticipation of, maturing product cycles for semiconductor companies and their customers, and declines in general economic conditions. These downturns can cause abrupt fluctuations in product demand, production over-capacity and accelerated average selling price declines. The downturn in our industry has harmed our revenue and our results of operations. This downturn may continue and the recovery may be slow, which may continue to harm our revenues, gross margins and results of operations. The semiconductor industry also periodically experiences increased demand and production capacity constraints, which may affect our revenues, market share and relationship with our customers if we are unable to ship enough products to meet customer demand.

Our success depends on our ability to develop and sell new products in new markets. We may experience difficulties in transitioning to smaller geometry process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased expenses.

Our future success will depend on our ability to anticipate and adapt to changes in technology and industry standards and our customers’ changing demands. We sell products in markets that are characterized by rapid technological change, evolving industry standards, frequent new product introductions, short product life cycles and increasing demand for higher levels of integration and smaller process geometries. We must constantly compete to ensure that our products are designed into our customers’ new products, which are rapidly evolving. Our past sales and profitability have resulted, to a large extent, from our ability to anticipate changes in technology and industry standards and to develop and introduce new and enhanced products incorporating the new standards and technologies. Our ability to adapt to these changes and to anticipate future standards, and the rate of adoption and acceptance of those standards and our products, will be a significant factor in maintaining or improving our competitive position and prospects for growth. If new industry standards emerge, our products or our customers’ products could become unmarketable or obsolete, and we could lose market share. We may also have to incur substantial unanticipated costs to comply with these new standards.

Our success will also depend on the successful development of new markets and the application and acceptance of new technologies and products in those new markets. For example, our success will depend on the ability of our customers to develop new products and enhance existing products in the digital television and set-top box markets and to introduce and promote those products successfully, as well as our success in obtaining design wins for our products in these markets. These markets may not continue to develop to the extent or in the time periods that we currently anticipate due to factors outside our control. If new markets do not develop as we anticipate, or if our products or those of our customers do not gain widespread acceptance in these markets, our business, financial condition and results of operations could be harmed. The emergence of new markets for our products is also dependent in part upon third parties developing and marketing content in a format compatible with commercial and consumer products that incorporate our products. If this content is not available, manufacturers may not be able to sell products incorporating our products, and our sales would suffer.

Our financial performance is highly dependent on the timely and successful introduction of new and enhanced products.

Our financial performance depends in large part on our ability to successfully develop and market next-generation and new products in a rapidly changing technological environment. If we fail to successfully identify new product opportunities and timely develop and introduce new products, obtain design wins, and achieve market acceptance, we may lose our market share and our future revenues and earnings may suffer.

In the consumer electronics market, our performance has been dependent on our successful development and timely introduction of integrated circuits for multimedia players, digital cameras, digital televisions, set-top boxes and digital imaging products. These

markets are characterized by the incorporation of a steadily increasing level of integration and features on a chip at the same or lower system cost, enabling OEMs to continually improve the features or reduce the prices of the systems they sell. If we are unable to continually develop and introduce integrated circuits with increasing levels of integration and new features at competitive prices, our operating results will suffer.

In the Imaging market, our performance has been dependent on our successful development and timely introduction of integrated circuits for printers and multi-function peripherals. These markets are characterized by the incorporation of a steadily increasing level of integration and higher speeds on a chip at the same or lower system cost, enabling OEMs to improve the performance and features or reduce the prices of the systems they sell. If we are unable to develop and introduce integrated circuits with increasing levels of integration, performance and new features at competitive prices, our operating results will suffer. The performance of our imaging software licensing business is dependent on our ability to develop, introduce and sell new releases of our software, incorporating new or enhanced printing and performance standards required by our OEM customers. If we are unable to develop and sell versions of our software supporting required standards and offering enhanced performance, our operating results will be harmed.

We face competition or potential competition from companies with greater resources than ours, and if we are unable to compete effectively with these companies, our market share would decline and our business would be harmed.

The markets in which we compete are intensely competitive and are characterized by rapid technological change, declining average selling prices and rapid product obsolescence. We expect competition to increase in the future from existing competitors and from other companies that may enter our existing or future markets with solutions that may be less costly or provide higher performance or more desirable features than our products. Competition typically occurs at the design stage, when customers evaluate alternative design approaches requiring integrated circuits. Because of short product life cycles, there are frequent design win competitions for next-generation systems.

Our existing and potential competitors include many large domestic and international companies that have substantially greater financial, manufacturing, marketing, personnel, technological, market, distribution and other resources. These competitors may also have broader product lines and longer standing relationships with customers and suppliers than we have. Many of our competitors are located in countries where our customers are located, such as China, Japan, Korea and Taiwan, which may give them an advantage in securing business from these customers.

Some of our principal competitors maintain their own semiconductor foundries and may benefit from capacity, cost and technical advantages. Our principal competitors in the integrated audio and video devices for multimedia player applications include MediaTek and Sunplus Technology Co. Ltd. In the digital camera market, our principal competitors are in-house solutions developed and used by major Japanese OEMs, as well as products sold by Ambarella, Fujitsu, Novatech, SunPlus Inc. and Texas Instruments, Inc. In the market for multimedia acceleration for mobile phones, our principal competitors include Broadcom Corp., CoreLogic, MtekVision Co.Ltd., nVidia and Telechips Inc. Our principal competitors for digital semiconductor devices in the digital television market include Broadcom Corp., M-Star, MediaTek, ST Microelectronics and Trident Microsystems, Inc. Competitors in the printer and multifunction peripheral space include Adobe, Conexant Systems, Inc., Global Graphics, Marvell Semiconductor, Inc. and in-house captive suppliers.

The multimedia player market has slowed, and continued competition will lead to further price reductions and reduced profit margins. We also face significant competition in the DTV, set-top box, digital imaging and digital camera markets. The future growth of these markets is highly dependent on OEMs continuing to outsource chip supply and an increasing portion of their product development work rather than doing it in-house. Many of our existing competitors, as well as OEM customers that are expected to compete with us in the future, have substantially greater financial, manufacturing, technical, marketing, distribution and other resources, broader product lines and longer standing relationships with customers than we have. In addition, much of our future success is dependent on the success of our OEM customers. If we or our OEM customers are unable to compete successfully against current and future competitors, we could experience price reductions, order cancellations and reduced gross margins, any one of which could harm our business.

We rely on independent foundries and contractors for the manufacture, assembly and testing of our integrated circuits and other hardware products, and the failure of any of these third parties to deliver products or otherwise perform as requested could damage our relationships with our customers and harm our sales and financial results.

We do not own or operate any assembly, fabrication or test facilities. We rely on independent foundries to manufacture all of our products. These independent foundries fabricate products for other companies and may also produce products of their own design. Availability of foundry capacity has at times in the past been, and may in the future be, reduced due to strong demand. Additionally, due to the recent global economic environment it is possible that our foundry subcontractors could experience financial difficulties that would impede their ability to operate effectively. If we are unable to secure sufficient capacity at our existing foundries, or in the event of a closure at any of these foundries, our product revenue, cost of product revenue and results of operations would be negatively impacted.

We do not have long-term supply contracts with any of our suppliers, including our principal supplier, TSMC, and our principal assembly houses. Therefore, TSMC and our other suppliers are not obligated to manufacture products for us for any specific period, in any specific quantity or at any specified price, except as may be provided in a particular purchase order.

Our reliance on independent foundries involves a number of risks, including:

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inability to obtain adequate manufacturing capacity;

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inability to cancel orders after the submission of binding purchase orders;

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unavailability or interruption of access to certain process technologies necessary for manufacture of our products;

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lack of control over delivery schedules;

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lack of control over quality assurance;

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lack of control over manufacturing yields and cost;

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difficulties in managing these foundries due to our limited personnel and other resources in the countries in which they are located; and

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potential misappropriation of our intellectual property.

In addition, TSMC, TowerJazz Semiconductor Ltd and some of our other foundries are located in areas of the world that are subject to natural disasters such as earthquakes. While the 1999 and 2010 earthquakes in Taiwan did not have a material impact on our independent foundries, a similar event centered near TSMC’s facility and other foundries could severely reduce TSMC’s ability to manufacture our integrated circuits. The loss of any of our manufacturers as a supplier, our inability to obtain increased supply in response to increased demand, or our inability to obtain timely and adequate deliveries from our current or future suppliers due to a natural disaster or any other reason would cause us to have to identify and qualify additional sources of supply, which could be more expensive and could cause delays or reduce shipments of our products. Any of these circumstances could damage our relationships with current and prospective customers and harm our sales and financial results.

We also rely on a limited number of independent contractors for the assembly and testing of our products. Our reliance on independent assembly and testing houses limits our control over delivery schedules, quality assurance and product cost. Disruptions in the services provided by our assembly or testing houses or other circumstances that would require us to seek alternative sources of assembly or testing could lead to supply constraints or delays in the delivery of our products. These constraints or delays could damage our relationships with current and prospective customers and harm our financial results.

Because foundry capacity is limited from time to time, we may be required to enter into costly long-term supply arrangements to secure foundry capacity.

If we are not able to obtain additional foundry capacity as required, our relationships with our customers would be harmed and our sales would be reduced. In order to secure additional foundry capacity, we have considered, and may in the future need to consider, various arrangements with suppliers, which could include, among other things:

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option payments or other prepayments to a foundry;

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nonrefundable deposits with or loans to foundries in exchange for capacity commitments;

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contracts that commit us to purchase specified quantities of silicon wafers over extended periods;

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issuance of our equity securities to a foundry;

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investment in a foundry;

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joint ventures; or

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other partnership relationships with foundries.

We may not be able to make any such arrangement in a timely fashion or at all, and such arrangements, if any, may be expensive and may not be on terms favorable to us. Moreover, if we are able to secure foundry capacity, we may be obligated to utilize all of that capacity or incur penalties. Excess capacity could lead to write downs of excess inventory, which could harm our financial results. Any penalties that we incur may be expensive and could harm our financial results.

If our independent foundries do not achieve satisfactory yields, our relationships with our customers may be harmed.

The fabrication of silicon wafers is a complex process. Small levels of contaminants in the manufacturing environment, defects in photo masks used to print circuits on a wafer, difficulties in the fabrication process or other factors can cause a substantial portion of the integrated circuits on a wafer to be non-functional. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. As a result, foundries often experience problems achieving acceptable yields, which are represented by the number of good integrated circuits as a proportion of the number of total integrated circuits on any particular wafer. Poor yields from our independent foundries would reduce our ability to deliver our products to customers, harm our relationships with our customers and harm our business.

We are dependent upon our international sales and operations; economic, political or military events in a country where we make significant sales or have significant operations could interfere with our success or operations there and harm our business.

During 2010 and 2009, 93% of our total revenues were derived outside of North America. We anticipate that international sales will continue to account for a substantial majority of our total revenues for the foreseeable future. Substantially all of our semiconductor products are manufactured, assembled and tested outside of the United States by independent foundries and subcontractors.

We are subject to a variety of risks inherent in doing business internationally, including:

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operating in countries where we have limited or no experience, and limited personnel and other resources;

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unexpected changes in regulatory requirements;

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fluctuations in exchange rates;

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political and economic instability;

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violent conflicts or other crises;

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earthquakes, floods and health epidemics;

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imposition of tariffs and other barriers and restrictions;

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the burdens of complying with a variety of foreign laws; and

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health risks in a particular region.

A material amount of our research and development personnel and facilities and a portion of our marketing personnel are located in Israel. Political, economic and military conditions in Israel directly affect our operations. For example, increased violence or armed conflict in Israel or the Palestinian territories may disrupt travel and communications in the region, harming our operations there. Furthermore, some of our employees in Israel are obligated to perform up to 36 days of military reserve duty annually and may be called to active duty in a time of crisis. The absence of these employees for significant periods may cause us to operate inefficiently during these periods.

Our operations in China are subject to the economic and political uncertainties affecting that country. For example, the Chinese economy has experienced significant growth in the past decade, but such growth has been uneven across geographic and economic sectors and may not be sustained. If Asia, particularly China, fails to continue its recent growth, or even contracts, this could harm our OEM and ODM customers based in Asia and cause them to purchase fewer products from us for shipment to China, the rest of Asia and globally. In addition, Asian consumers may purchase fewer products sold by our OEM customers containing our products, and we may experience disruptions in our operations in Asia, which could harm our business and financial results.

We also maintain offices in France, India, Japan, Korea, Philippines, Taiwan and the United Kingdom, and our operations are subject to the economic and political uncertainties affecting these countries as well.

The significant concentration of our manufacturing activities with third party foundries in Taiwan exposes us to the risk of political instability in Taiwan, including the potential for conflict between Taiwan and China. We have several significant OEM customers in Japan, Korea and other parts of Asia. Adverse economic circumstances in Asia could affect these customers’ willingness or ability to do business with us in the future or their success in developing and launching devices containing our products.

The complexity of our international operations may increase our operating expenses and disrupt our revenues and business.

We transact business and have operations worldwide. For example, international transactions account for a substantial majority of our sales and our semiconductor products are manufactured, assembled and tested outside of the United States. Our global operations involve significant complexity and difficulties, including:

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monitoring and complying with applicable laws and regulatory requirements;

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staffing and managing global operations;

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complying with statutory equity requirements; and

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managing tax consequences.

Managing international operations is expensive and complex. If we are unable to manage the complexity of our global operations successfully and cost effectively, our financial performance and operating results could suffer.

Our ability to compete could be jeopardized if we are unable to protect our intellectual property rights.

Our success and ability to compete depend in large part upon protection of our proprietary technology. We rely on a combination of patent, trade secret, copyright and trademark laws, non-disclosure and other contractual agreements and technical measures to protect our proprietary rights. These agreements and measures may not be sufficient to protect our technology from third-party infringement, or to protect us from the claims of others. Monitoring unauthorized use of our intellectual property is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States or remedies may be difficult to obtain or enforce. The laws of certain foreign countries in which our products are or may be developed, manufactured or sold, including various countries in Asia, may not protect our products or intellectual property rights to the same extent as do the laws of the United States and thus make the possibility of piracy or misappropriation of our technology and products more likely in these countries. If competitors are able to use our technology, our ability to compete effectively could be harmed.

The protection offered by patents is uncertain. For example, our competitors may be able to effectively design around our patents, or our patents may be challenged, invalidated or circumvented. Those competitors may also independently develop technologies that are substantially equivalent or superior to our technology and may obtain patents that restrict our business. Moreover, while we hold, or have applied for, patents relating to the design of our products, some of our products are based in part on standards, for which we do not hold patents or other intellectual property rights.

We have generally limited access to and distribution of the source and object code of our software and other proprietary information. With respect to our page description language software, system-on-a-chip platform firmware and drivers for the digital office market and in limited circumstances with respect to firmware and platforms for our DTV products, we grant licenses that give our customers access to and restricted use of the source code of our software. This access increases the likelihood of misappropriation or misuse of our technology.

Claims and litigation regarding intellectual property rights and breach of contract claims could seriously harm our business and require us to incur significant costs.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. In the past, we have been subject to claims and litigation regarding alleged infringement of other parties’ intellectual property rights, and we have been party to a number of patent-related lawsuits, both as plaintiff and defendant. In 2010 and 2009, we incurred $1.1 million and $11.8 million, respectively, in legal settlement costs. We could become subject to additional litigation in the future, either to protect our intellectual property or as a result of allegations that we infringe others’ intellectual property rights or have breached our contractual obligations to others. Claims that our products infringe proprietary rights or that we have breached contractual obligations would force us to defend ourselves and possibly our customers or manufacturers against the alleged infringement or breach. Future litigation against us, if successful, could subject us to significant liability for damages, restrict or prohibit the sale of our products or invalidate our proprietary rights. These lawsuits, regardless of their success, are time-consuming and expensive to resolve and require significant management time and attention. Our costs and potential liability are increased to the extent we have to indemnify or otherwise defend our customers. Future intellectual property and breach of contract litigation could force us to do one or more of the following:

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stop selling products that incorporate the challenged intellectual property;

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obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, which license may not be available on reasonable terms or at all;

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pay damages; or

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redesign those products that use such technology.

Although patent disputes in the semiconductor industry have often been settled through cross-licensing arrangements, we may not be able to settle an alleged patent infringement claim through a cross-licensing arrangement. We have a more limited patent portfolio than many of our competitors. If a successful claim is made against us or any of our customers and a license is not made available to us on commercially reasonable terms, we are restricted in or prevented from selling our products or we are required to pay substantial damages or awards, our business, financial condition and results of operations would be materially harmed.

If necessary licenses of third-party technology are not available to us or are expensive, our products could become obsolete.

From time to time, we may be required to license technology from third parties to develop new products or product enhancements. Third-party licenses may not be available on commercially reasonable terms or at all. If we are unable to obtain any third-party license required to develop new products and product enhancements or to continue selling our current products, we may have to obtain substitute technology of lower quality or performance standards or at greater cost or discontinue selling or developing certain products, which could seriously harm the competitiveness of our products.

We rely on licenses to use various technologies that are material to our products. We do not own the patents that underlie these licenses. Our rights to use these technologies and employ the inventions claimed in the licensed patents are subject to our abiding by the terms of the licenses. Under the license agreements we must fulfill confidentiality obligations and pay royalties. If we fail to abide by the terms of the license, we would be unable to sell and market the products under license. In addition, we do not control the prosecution of the patents subject to this license or the strategy for determining when such patents should be enforced. As a result, we are dependent upon our licensor to determine the appropriate strategy for prosecuting and enforcing those patents.

Our business may be impacted by foreign exchange fluctuations.

Foreign currency fluctuations may affect the prices of our products. Prices for our products are currently denominated in United States dollars for sales to our customers throughout the world. If there is a significant devaluation of the currency in a specific country, the prices of our products will increase relative to that country’s currency; our products may be less competitive in that country and our revenues may be adversely affected. Also, we cannot be sure that our international customers will continue to be willing to place orders denominated in United States dollars. If they do not, our revenue and operating results will be subject to foreign exchange fluctuations, which we may not be able to successfully manage.

A portion of the cost of our operations, relating mainly to our personnel and facilities is incurred in Chinese renminbi, Israeli new shekels and other currencies other than United States dollars. As a result, we bear the risk that the rate of inflation in relevant countries or the decline in value of the United States dollar compared to those foreign currencies will increase our costs as expressed in United States dollars. To date, we have not engaged in hedging transactions. In the future, we may enter into currency hedging transactions designed to decrease the risk of financial exposure from fluctuations in the exchange rate of the United States dollar against foreign currencies. These measures may not adequately protect us from the impact of inflation or currency fluctuation on our non-dollar denominated.

Because we have significant operations in Israel, our business and future operating results could be adversely affected by events that occur in or otherwise affect the Middle East.

We conduct a significant portion of our research and development and engineering activities, in addition to a portion of our sales and marketing operations, at a 109,700 square foot facility in Haifa, Israel, where we employ approximately 380 people.

As a result, our operations are affected by the local conditions and the actions taken by the governments in the Middle East, which may disrupt or hinder our business generally by delaying product development or interfering with global marketing efforts. For example, as a result of the heightened military operations in Gaza, some of our employees were conscripted into the Israeli armed forces for several weeks ending in January 2009. Additional employees may be called to active duty in the future. Extended absences could disrupt our operations and delay product development cycles.

In addition, military conflict or terrorist activities or other local economic and political instability in the Middle East, where there has been recent political instabilities, could harm our business as a result of a disruption in commercial activity or a general economic slowdown and reduced demand for consumer electronic products.

In addition, if any country, including the United States, imposes significant import restrictions on our products, our ability to import our products into that country from our international manufacturing and packaging facilities could be diminished or eliminated.

Changes in, or different interpretations of, tax rules and regulations may harm our effective tax rates.

Unanticipated changes in our tax rates could affect our future results of operations. Our future effective tax rates could be harmed by changes in tax laws or the interpretation of tax laws, by unanticipated decreases in the amount of revenue or earnings in countries with low statutory tax rates, by changes in the geography of our income or losses, or by changes in the valuation of our deferred tax assets and liabilities. The ultimate outcomes of any future tax audits are uncertain, and we can give no assurance as to whether an adverse result from one or more of them will have a material effect on our operating results and financial position.

If we are not able to apply our net operating losses against taxable income in future periods, our financial results will be harmed.

Our future net income and cash flow will be affected by our ability to apply our net operating loss (“NOLs”) carryforwards, against taxable income in future periods. Our NOLs totaled approximately $338.0 million for federal, $72.6 million for state and $183.9 million for foreign tax reporting purposes as of December 31, 2010. The Internal Revenue Code contains a number of provisions that limit the use of NOLs under certain circumstances. Changes in federal, state or foreign tax laws may further limit our ability to utilize our NOLs. Any further limitation on our ability to utilize these respective NOLs could harm our financial condition.

Our products could contain defects, which could reduce sales of those products or result in claims against us.

We develop complex and evolving products. Despite testing by us, our manufacturers and customers, errors may be found in existing or new products. This could result in, among other things, a delay in recognition or loss of revenues, loss of market share or failure to achieve market acceptance. These defects may cause us to incur significant warranty, support and repair costs, divert the attention of our engineering personnel from our product development efforts and harm our relationships with our customers. The occurrence of these problems could result in the delay or loss of market acceptance of our products, would harm our reputation and would harm our business. Defects, integration issues or other performance problems in our products could result in financial or other damages to customers or could damage market acceptance of such products. Our customers could also seek damages from us for their losses. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend.

Regulation of our customers’ products may slow the process of introducing new products and could impair our ability to compete.

The Federal Communications Commission, or FCC, has broad jurisdiction over our target markets in the digital television and mobile phone business. Various international entities or organizations may also regulate aspects of our business or the business of our customers. Although our products are not directly subject to regulation by any agency, the transmission pipes, as well as much of the equipment into which our products are incorporated, are subject to direct government regulation. For example, before they can be sold

in the United States, advanced televisions and emerging interactive displays must be tested and certified by Underwriters Laboratories and meet FCC regulations. Accordingly, the effects of regulation on our customers or the industries in which our customers operate may in turn harm our business. In addition, our digital television and digital camera businesses may also be adversely affected by the imposition of tariffs, duties and other import restrictions on our suppliers or by the imposition of export restrictions on products that we sell internationally. Changes in current laws or regulations or the imposition of new laws or regulations in the United States or elsewhere could harm our business.

Any acquisitions we make could disrupt our business and severely harm our financial condition.

We have made investments in, and acquisitions of other complementary companies, products and technologies, and we may acquire additional businesses, products or technologies in the future. In the event of any future acquisitions, we could:

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use a significant amount of our cash;

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assume liabilities;

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issue stock that would dilute our current stockholders’ percentage ownership;

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incur debt;

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incur expenses related to the future impairment of goodwill and the amortization of intangible assets; or

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incur other large write-offs immediately or in the future.

Our operation of acquired business will also involve numerous risks, including:

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problems combining the purchased operations, technologies or products;

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acquisition of unproven technologies under development;

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unanticipated costs;

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diversion of management’s attention from our core business;

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harm to existing business relationships with customers;

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risks associated with entering markets in which we have no or limited prior experience; and

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potential loss of key employees, particularly those of the purchased organizations.

In the fourth quarter of 2010, we completed the acquisition of Microtune. If we are unable to successfully integrate Microtune’s business and personnel and develop these businesses to realize financial growth, we may not realize the expected benefits of such acquisition or achieve our intended return of investment and our financial results could be harmed.

Our acquisition activities, including the Microtune acquisition, may present financial, managerial and operational risks, including diversion of management’s attention from existing core businesses, difficulties integrating in-process products, technologies or personnel, harm to our existing business relationships with suppliers and customers, inaccurate estimates of fair value made in the accounting for acquisitions and amortization of acquired intangible assets which would reduce future reported earnings, potential loss of customers or key employees of acquired businesses, and indemnities and potential disputes with the sellers. Any of these activities could disrupt our business, cause us to not achieve the intended benefits of the acquisition, and seriously harm our financial condition.

If we fail to manage our future growth, if any, our business would be harmed.

If we were able to attain future growth, we may need to recruit and hire new engineering, managerial, sales and marketing personnel. Our ability to manage growth successfully may also require us to expand and improve administrative, operational, management and financial systems and controls. Many of our key functions, including a material portion of our research and development, product operations and a significant portion of our marketing, sales and administrative operations are located in Israel. A majority of our sales and marketing and certain of our research and development and administrative personnel, including our President and Chief Executive Officer and other officers, are based in the United States. The geographic separation of these operations places additional strain on our resources and our ability to manage growth effectively. If we are unable to manage any future growth effectively, our business will be harmed.

We are exposed to fluctuations in the market values of our portfolio investments and in interest rates.

At March 31, 2011, we had $251.5 million in cash, cash equivalents and short-term investments. We invest our cash in a variety of financial instruments, consisting principally of investments in certificate of deposits insured by Federal Deposit Insurance Corporation (“FDIC”), commercial paper, money market funds and highly liquid debt securities of corporations, municipalities and the United States government and its agencies. These investments are denominated in U.S. dollars.

Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate debt securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or if the decline in fair value of our publicly traded equity investments and debt instruments is judged to be other-than-temporary. We may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because any debt securities we hold are classified as “available-for-sale,” generally no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity.

We rely on the services of our executive officers and other key personnel, whose knowledge of our business and industry would be extremely difficult to replace.

Our success depends to a significant degree upon the continuing contributions of our senior management. We do not have employment contracts with any of our key employees. Management and other employees may voluntarily terminate their employment with us at any time upon short or no notice. The loss of key personnel could delay product development cycles or otherwise harm our business. We believe that our future success will also depend in large part on our ability to attract, integrate and retain highly-skilled engineering, managerial, sales and marketing personnel, located in the United States and overseas. A portion of our employee compensation is in the form of equity compensation, which is directly tied to our stock price. Our employees continue to hold a substantial number of equity incentive awards that are underwater, and as a result, a portion of our equity compensation has little or no retention value. Failure to attract, integrate and retain key personnel could harm our ability to carry out our business strategy and compete with other companies.

We could face adverse consequences as a result of the actions of activist stockholders.

An activist stockholder group, the Ramius Group, sought a change in control of Zoran by removing, without cause, six of the seven current members of the Board of Directors and filling the vacancies with a slate of individuals selected by Ramius. Ramius commenced a consent solicitation, and on March 3, 2011 delivered consents by stockholders owning more than 50% of our outstanding shares to remove directors Uzia Galil, James D. Meindl and Philip M. Young, and to elect Ramius nominees Jon S. Castor, Dale Fuller and Jeffrey C. Smith. Ramius has also nominated its slate of individuals for election to replace our Board of Directors at the 2011 annual stockholders’ meeting. Our business could be materially harmed by Ramius’ actions because:

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responding to consent solicitations and proxy contests and other actions by activist stockholders is costly and time-consuming, and may disrupt our operations and divert the attention of management and our employees;

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the uncertainty and negative publicity resulting from the activities of Ramius could make it more difficult for us to complete the CSR merger and can harm our ability to attract new employees, or retain current employees, and attract and retain customers, suppliers and business partners;

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if individuals, including the Ramius nominees mentioned above, are elected to our Board of Directors and they have a specific agenda, it may harm our ability to effectively and timely implement our strategic plan, which could in turn harm our results of operation and financial condition.

These actions, and future announcements related to current or future actions by Ramius or other activist stockholders, could also cause our stock price to fluctuate.

Provisions in our charter documents and Delaware law could prevent or delay a change in control of Zoran.

Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult or expensive for a third party to acquire us, even if doing so would be beneficial to our stockholders. These include provisions:

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prohibiting a merger with a party that has acquired control of 15% or more of our outstanding common stock, such as a party that has completed a successful tender offer, until three years after that party acquired control of 15% of our outstanding common stock;

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authorizing the issuance of up to 3,000,000 shares of “blank check” preferred stock;

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eliminating stockholders’ rights to call a special meeting of stockholders; and

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requiring advance notice of any stockholder nominations of candidates for election to our board of directors and for other stockholder proposals.

Our officers and directors have certain interests in the merger that are different from, or in addition to, interests of our stockholders.

Our officers and directors have certain interests in the merger that are different from, or in addition to, interests of our stockholders. These interests include:

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some of our executives may become entitled to receive severance benefits after the merger in the event of a qualifying termination of employment;

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equity awards held by our directors that are unvested at the closing of the merger will accelerate upon the closing of the merger and may be exercised for an extended period of time after the such closing; and

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certain of our executive officers may remain employed by, or serve on the Board of Directors of, the surviving corporation or be employed by CSR following the merger;

In certain instances, the merger agreement requires us to pay a termination fee to CSR. This potential payment could affect the decisions of a third party considering making an alternative acquisition proposal to the merger.

Under the terms of the merger agreement, we will be required to pay to CSR a termination fee of $12,200,000 if the merger agreement is terminated under certain circumstances. In addition, if we terminate the merger agreement prior to obtaining the approval of our stockholders to enter into a contract providing for a superior proposal in which all the consideration payable to our stockholders or Zoran is cash, we must pay CSR a termination fee of $18,000,000. These potential payments, as well as related provisions of the merger agreement regulating our conduct in connection with alternative acquisition proposals, could affect the structure, pricing and terms proposed by a third party seeking to acquire or merge with us or could deter a third party from making a competing acquisition proposal. In addition, if we were required to pay CSR a termination fee, our business, financial condition, results of operations and cash flows would be harmed.

Purported stockholder class action lawsuits have been filed against us and members of our Board of Directors challenging the merger, and such lawsuits could prevent or delay the consummation of the merger, result in substantial costs, or both.

Purported class action lawsuits are frequently filed in response to merger announcements We and our Board of Directors are currently defending against several lawsuits in Delaware and California related to the proposed merger with CSR. See “Item 3 – Legal Proceedings” below.

Several plaintiff’s law firms have announced investigations of our company concerning possible breaches of fiduciary duty and other violations of law, and it is possible that one or more of these or other law firms could initiate additional litigation against us and/or our Board of Directors These lawsuits may require us to incur substantial legal fees and expenses, could create additional uncertainty relating to the proposed merger and could be distracting to management.

For more information on each of the above risk factors related to the merger, stockholders are encouraged to review the merger agreement, which is filed as an exhibit to the Current Report on Form 8-K that we filed with the SEC on February 22, 2011

Our stock price has fluctuated and may continue to fluctuate widely.

The market price of our common stock has fluctuated significantly since our initial public offering in 1995. Between January 1, 2011 and March 31, 2011, the sale prices of our common stock, as reported on the Nasdaq Global Selected Market, ranged from a low of $8.70 to a high of $11.22. The market price of our common stock may be subject to significant fluctuations in the future in response to a variety of factors, including:

•

announced or rumors regarding our ability to complete our sale to CSR

•

announcements concerning our business or that of our competitors or customers;

•

annual and quarterly variations in our operating results;

•

failure to meet our guidance or analyst estimates;

•

changes in analysts’ revenue or earnings estimates;

•

dissident stockholder actions, including Ramius

•

announcements of technological innovations by our competitors or customers;

•

the introduction of new products or changes in product pricing policies by us or our competitors;

•

loss of key personnel;

•

allegations that our intellectual property infringes that of others or adverse rulings in intellectual property or other litigation;

•

declining conditions in the semiconductor industry; and

•

developments in the financial markets.

From time to time, the stock market experiences extreme price and volume fluctuations that have particularly affected the market prices for semiconductor companies or technology companies generally and which have been unrelated to the operating performance of the affected companies. Broad market fluctuations of this type may also reduce the future market price of our common stock.

Item 5.

Exhibits

The information required by this Item is incorporated by reference to the Exhibit Index which follows the signature page of this report.

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.

EXHIBIT LIST

Exhibit
Number

Exhibit Title

Incorporated by Reference

Filed
Herewith

Form

File No.

Exhibit

Filing Date

3.1

Restated Certificate of Incorporation of the Registrant

10-K

000-27246

3.1

2/26/2009

3.2

Amended and Restated Bylaws of the Registrant

8-K

000-27246

N/A

3/09/2011

4.1

Form of Stock Certificate

10-K

000-27246

4.1

4/20/2007

10.1

Agreement and Plan of Merger, dated as of February 20, 2011, by and among CSR PLC, Zeiss Merger Sub, Inc. and Zoran Corporation

8-K

000-27246

2.1

2/22/2011

10.4

First amendment to executive retention and severance plan

8-K

000-27246

10.1

1/05/2011

31.1

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act

31.2

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act

32.1

Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Large accelerated filer

Accelerated filer

Non-accelerated filer

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Smaller reporting company