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Annual Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 27, 2009
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from: to
Commission File Number 0-19084
PMC-Sierra, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-2925073
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3975 Freedom Circle
Santa Clara, CA 95054
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (408) 239-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Stock, $0.001 Par Value
Preferred Stock Purchase Rights
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ÈNo
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes No È
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 ÈNo
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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or
a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ÈAccelerated filer Non-accelerated filer Smaller reporting company
Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No È
The aggregate market value of the voting stock held by nonaffiliates of the Registrant, based upon the closing sale price
of the Common Stock on June 28, 2009 as reported by the NASDAQ Global Market, was approximately $1.1 billion. Shares
of Common Stock held by each executive officer and director and by each person known to the Registrant who owns 5% or
more of the outstanding voting stock have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 22, 2010, the Registrant had 228,774,352 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Registrant’s 2010 Annual Meeting of Stockholders are incorporated by reference into
Part III of this Form 10-K Report.

Table of contents

  • Page 1
    ... The aggregate market value of the voting stock held by nonaffiliates of the Registrant, based upon the closing sale price of the Common Stock on June 28, 2009 as reported by the NASDAQ Global Market, was approximately $1.1 billion. Shares of Common Stock held by each executive officer and director...

  • Page 2
    ... Data ...Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...Item 9A. Controls and Procedures ...Item 9B. Other Information ...Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. PART III Directors, Executive Officers and Corporate Governance...

  • Page 3
    .... The Company offers worldwide technical and sales support through a network of offices in North America, Europe and Asia. We have approximately 400 different semiconductor devices that are sold to leading equipment and design manufacturers, who in turn supply their equipment principally to service...

  • Page 4
    ... for carriers and enterprises to upgrade and improve their network infrastructure and storage management capabilities. Enterprises, governments, corporations, small offices and home offices are expanding their networks to better capture, store and access large quantities of data, efficiently...

  • Page 5
    ... Serial ATA ("SATA"). We are shipping next-generation solutions for 8 Gbps Fibre Channel controllers for high-performance storage systems in the Storage Area Network ("SAN") and Network Attached Storage ("NAS") markets, as well as 6 Gbps SAS/SATA controllers and expanders for this market. PMC-Sierra...

  • Page 6
    ... convert high-speed analog signals ("wired" or "wirelessly") to digital signals and split or combine various transmission signals. Controllers: rapid growth in data storage is driving a need for more cost-effective and larger capacity storage systems. Controller products based on Fibre Channel, SAS...

  • Page 7
    ... In 2009, we expanded our sales, service and design center in Shanghai, China and continue to expand our technology center in Bangalore, India. Our revenues continued to increase in the Asia Pacific region in 2009, which includes China, Japan and Korea. Some of our largest customers in China include...

  • Page 8
    ... consumers. To better match our available sales resources to market opportunities, we also focus our sales and support efforts on targeted customers. We sell our products to end customers directly and through distributors and independent manufacturers' representatives. In 2009, less than 22% of our...

  • Page 9
    ... and software. These devices and reference designs are targeted for use in enterprise, storage and service provider markets. Increasingly, our OEM customers that serve these end markets are demanding complete solutions with software support and complex feature sets and we are developing products to...

  • Page 10
    At the end of fiscal 2009, we had design centers in the United States (California, Pennsylvania and Minnesota), Canada (British Columbia and Quebec), Israel (Herzliya), China (Shanghai) and India (Bangalore). Our research and development spending was $149.2 million in 2009, $157.6 million in 2008 ...

  • Page 11
    ... property. PMC, PMC-Sierra and our logo are registered trademarks and service marks. We own other trademarks and service marks not appearing in this Annual Report. Any other trademarks used in this Annual Report are owned by other entities. Annual Report EMPLOYEES As of December 27, 2009, we...

  • Page 12
    ... quarter. Our customers may delay product orders and reduce delivery lead-time expectations, which may reduce our ability to project revenues beyond the current quarter. While we regularly evaluate end users' and contract manufacturers' inventory levels of our products to assess the impact of their...

  • Page 13
    ...through distributors and other resellers or contract manufacturers, or both, as our forecasts of demand are then based on estimates provided by multiple parties. Our customers often shift buying patterns as they manage inventory levels, market different products, or change production schedules. This...

  • Page 14
    ...-The-Home technology in China has continued to be strong, a slowdown in that growth would have an adverse impact on our operating results. In addition to selling our products in a number of countries, an increasing portion of our research and development and manufacturing is conducted outside North...

  • Page 15
    ... technology systems in Israel or India could harm our ability to conduct normal business operations and our operating results. On an on-going basis, some of our Israeli employees are periodically called into active military duty. In the event of severe hostilities breaking out, a significant number...

  • Page 16
    ...result in the delay of the production of our products. Our products may become obsolete during these delays, or allow competitors' parts to be chosen by customers during the design process. Since many of the products we develop do not reach full production sales volumes for a number of years, we may...

  • Page 17
    ...acquired businesses into our existing business. These challenges include integration of product lines, sales forces, customer lists and manufacturing facilities, development of expertise outside our existing business, diversion of management time and resources, possible divestitures, inventory write...

  • Page 18
    ... technologies. We have less control over delivery schedules, manufacturing yields and costs than competitors with their own fabrication facilities. If the wafer foundries we use are unable or unwilling to manufacture our products in required volumes, or at specified times, we may have to identify...

  • Page 19
    ...could in turn adversely affect our revenues. We have less control over delivery schedules, assembly processes, testing processes, quality assurances, raw material supplies and costs than competitors that do not outsource these tasks. Annual Report Due to the amount of time that it usually takes us...

  • Page 20
    ... employment or working with other business partners. We develop, manufacture and sell our products in Asia and other countries that may not protect our products or intellectual property rights to the same extent as the laws of the United States. This makes piracy of our technology and products more...

  • Page 21
    ...-to-earnings multiple may have made our stock attractive to momentum, hedge or day-trading investors who often shift funds into and out of stocks rapidly, exacerbating price fluctuations in either direction particularly when viewed on a quarterly basis. Securities class action litigation has often...

  • Page 22
    ...and Burnaby, during 2009 we also operated nine additional research and development centers: two in Canada, four in the U.S., one in Bangalore, India, one in Herzliya, Israel and one in Shanghai, China. We have 11 sales/operations offices located in Europe, Asia, the Caribbean and North America. ITEM...

  • Page 23
    ... while the litigation was pending for a period of three years. The Company has agreed, subject to court approval, to pay plaintiffs' counsel $1.6 million in attorneys' fees, half of which will be paid by the Company and the other half by the Company's insurance carrier. In light of the stipulated...

  • Page 24
    ... SECURITIES. Stock Price Information Our Common Stock trades on the NASDAQ Global Select Market under the symbol PMCS. The following table sets forth, for the periods indicated, the high and low closing sale prices for our Common Stock as reported by the NASDAQ Select Global Market: Fiscal 2009 High...

  • Page 25
    ... indicative of future performance. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among PMC-Sierra Inc, The S&P 500 Index And SIC Code 3674 $140 $120 $100 $80 $60 $40 $20 $0 12/04 12/05 12/06 12/07 12/08 12/09 Annual Report PMC-Sierra Inc S&P 500 SIC Code 3674 SOURCE: RESEARCH DATA GROUP, INC...

  • Page 26
    ... ended December 27, 2009, December 28, 2008, December 30, 2007, December 31, 2006 and December 31, 2005. * Effective December 29, 2008, the Company retrospectively adopted Financial Accounting Standards Board Accounting Standards Codification 470, the Debt Topic for the accounting of convertible...

  • Page 27
    ... of the debt discount related to the senior convertible notes; $6.3 million tax benefits comprised of $5.3 million excess research and development tax credits and $1.0 million recovery of prior year sales tax; and $3.4 million foreign exchange loss on an income tax liability. Annual Report 27

  • Page 28
    ... (in thousands except for per share data) Year Ended December 27, 2009 Year Ended December 28, 2008 Fourth(5) Third(6) Second(7) First(8) Fourth(1) Third(2) Second(3) First(4) As adjusted* As adjusted* As adjusted* As adjusted* STATEMENT OF OPERATIONS DATA: Net revenues ...$139,497 $130,876 $123...

  • Page 29
    ... $0.5 million arrears interest relating to unrecognized tax benefits. (2) Results include $0.1 million stock-based compensation expense included in Cost of revenues; $2.2 million stock-based compensation expense and $0.1 million recovery of previously accrued termination costs included in Research...

  • Page 30
    ...2007. The error relates to the presentation of the effect of exchange rate changes on operating assets and liabilities and cash and cash equivalents. There was no impact on previously reported net change in cash and cash equivalents, net income (loss), net income (loss) per common share or financial...

  • Page 31
    ... 20,588 Annual Report $ (2,770) $ (1,842) $ (2,696) Fourth (in thousands) Quarterly Data for the Year Ended December 30, 2007 Third Second First Fourth Third Second As reported As restated First Adjustments to reconcile net income (loss) to net cash provided by operating activities: Unrealized...

  • Page 32
    ... PMC-Sierra, we continue to expand our storage product offerings, such as our 6 Gb SAS RAID-on-Chip, which we began shipping to one of our largest OEM customers in 2009. And we continue to benefit from our acquisition of the Storage Semiconductor Business from Avago in 2006, as we combine the Fibre...

  • Page 33
    ...the working down of inventories by our customers and the effects of the general economic slowdown on enterprise spending. The increase in our enterprise storage net revenues was mainly attributable to our 6 Gb/SAS RAID-on-Chip, which began shipping in production volumes in the second quarter of 2009...

  • Page 34
    .... Total material costs, including outside consultant services, wafer and photomask costs increased by $3.0 million mainly due to higher investment in R&D related to our storage products, partially offset by a decrease in costs related to fewer tapeouts in 2009 compared to 2008. The remaining...

  • Page 35
    ... Intangible Assets The annual amortization of intangible assets acquired from Storage Semiconductor Business and Passave was $18.9 million and $20.4 million, respectively, for each of 2009, 2008, and 2007. Annual Report Restructuring Costs and Other Charges The activity related to excess facility...

  • Page 36
    ...In addition, we recorded an additional $0.8 ...initiated a cost-reduction plan that involved staff reductions of 175 employees at various sites and the closure of design centers in Saskatoon, Saskatchewan and Winnipeg, Manitoba. We also vacated excess office space at our Santa Clara facility. PMC...

  • Page 37
    ... in Canada. The majority of our operating expense exposures to changes in the value of the Canadian Dollar relative to the United States Dollar have been hedged in accordance with our general practice of hedging approximately three quarters in advance. Our net foreign exchange gain (loss) was...

  • Page 38
    ...associated with gains on such inter-company transactions to be recognized over the estimated life of the related assets. Accordingly, the $26.2 million recorded as long-term prepaid expenses as at December 27, 2009 represents the remaining tax expense to be recognized over periods of up to six years...

  • Page 39
    ...the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts we report as assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. Management bases its estimates on historical...

  • Page 40
    ... a stock price is expected to fluctuate during a period. Our estimates of expected volatilities are based on a weighted historical and market-based implied volatility. In order to determine the expected life of the awards, we use historical data to estimate option exercises and employee terminations...

  • Page 41
    ... notes, Federal FDIC-insured corporate notes, United States State and Municipal Securities, foreign government and agency notes and corporate bonds and notes, using quoted prices from active markets, quoted prices for similar assets from third-party sources and by performing valuation analyses. In...

  • Page 42
    ... securities. We employ these sources of liquidity to support ongoing business activities, acquire or invest in critical or complementary technologies, purchase capital equipment, repurchase and repay our senior convertible notes and finance working capital. The combination of cash, cash equivalents...

  • Page 43
    ... 27, 2009 Gross Gross Unrealized Unrealized Gains* Losses* (in thousands) Amortized Cost Fair Value Cash and cash equivalents: Cash ...Money market funds ...Total cash and cash equivalents ...Short-term investments: Money market funds ...US Treasury and Government Agency notes ...Corporate bonds...

  • Page 44
    ... and equipment and intellectual property. Financing activities In 2009, we generated $28.3 million from the issuance of common shares under our employee stock plans. We did not conduct any transactions with respect to our senior convertible notes during 2009, other than make interest payments in...

  • Page 45
    ... 15 of each of 2012, 2015 and 2020. Holders may convert the Notes into the right to receive the conversion value (i) when our stock price exceeds 120% of the approximately $8.80 per share initial conversion price for a specified period, (ii) in certain change in control transactions and (iii) when...

  • Page 46
    ... to receive any liquidated damages with respect to such common stock or the principal amount of the Notes converted. Purchase obligations are comprised of commitments to purchase design tools and software for use in product development. Included in the purchase commitments above is $12.6 million...

  • Page 47
    ...23) $ (0.23) 216,330 216,330 Annual Report (in thousands) Year Ended December 28, 2008 December 30, 2007 As adjusted As reported*** As adjusted As reported*** CONSOLIDATED STATEMENTS OF CASH FLOWS Cash flows from operating activities: Net income (loss) ...$ 128,297 Adjustments to reconcile net...

  • Page 48
    ... impact due to this new standard. In June 2009, the FASB issued ASC Topic 810-10-65, as a part of the Consolidation Topic, which replaces the quantitative-based risks and rewards approach with a qualitative approach that focuses on identifying which enterprise has the power to direct the activities...

  • Page 49
    ... to receive the conversion value (i) when our stock price exceeds 120% of the approximately $8.80 per share initial conversion price for a specified period, (ii) in certain change in control transactions and (iii) when the trading price of the Notes does not exceed a minimum price 49 Annual Report

  • Page 50
    ... portion of our revenues from sales to customers located outside the United States including Canada, Europe, the Middle East and Asia. We are subject to risks typical of an international business including, but not limited to, differing economic conditions, changes in political climate, differing...

  • Page 51
    ... ...Reports on Internal Control Over Financial Reporting included in Item 9A: Management's Annual Report on Internal Control over Financial Reporting ...Report of Independent Registered Public Accounting Firm ...Schedules for each of the three years in the period ended December 27, 2009 included...

  • Page 52
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of PMC-Sierra, Inc. We have audited the accompanying consolidated balance sheets of PMC-Sierra, Inc. and subsidiaries (the "Company") as of December 27, 2009 and December 28, 2008, and the related ...

  • Page 53
    ...PMC special shares convertible into 1,570 (2008-2,045) shares of common stock ...Contingencies (Note 10) Stockholders' equity: Common stock, par value $.001: 900,000 shares authorized; 227,655 shares... 396,144 153,956 - - 3,512 5,145 $ 969,965 Annual Report $ 22,266 52,996 31,330 7,261 681 3,994 12...

  • Page 54
    PMC-Sierra, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for per share amounts) December 27, 2009 Year Ended December 28, 2008 As adjusted-Note 1 December 30, 2007 As adjusted-Note 1 Net revenues ...Cost of revenues ...Gross profit ...Other costs and expenses: Research and ...

  • Page 55
    PMC-Sierra, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 28, 2008 As adjusted-Note 1 December 27, 2009 December 30, 2007 As adjusted-Note 1 Cash flows from operating activities: Net income (loss) ...Adjustments to reconcile net income (loss...- Annual Report (2,059...

  • Page 56
    ...650 Net loss ...- Adjustments related to adoption of FIN48 ...- Other comprehensive income (loss): Change in fair value of derivatives . . - Comprehensive loss ...Conversion of special shares into common stock ...34 Issuance of common stock under stock benefit plans ...6,601 Stock-based compensation...

  • Page 57
    ... of business. PMC-Sierra, Inc (the "Company" or "PMC") designs, develops, markets and supports semiconductor solutions for the Enterprise Infrastructure market and the Communications Infrastructure market. The Company offers worldwide technical and sales support through a network of offices in North...

  • Page 58
    ... 2,091 756 $15,858 Goodwill. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The Company performs a two-step process on an annual basis, or more frequently if necessary, to determine...

  • Page 59
    ... of intangible assets, net are as follows: December 27, 2009 (in thousands) Gross Accumulated Amortization Net Estimated life Core technology ...Customer relationships ...Existing technology ...Trademarks ...Developed technology assets ...Total ... $129,700 66,600 46,000 3,600 39,256 $289,156...

  • Page 60
    ... significantly impact PMC's net income (loss) and cash flows. The Company periodically hedges forecasted foreign currency transactions related to certain operating expenses. All derivatives are recorded in the balance sheet at fair value. For a derivative designated as a fair value hedge, changes in...

  • Page 61
    ...may utilize inventory at these distributors to satisfy product demand by other customers. PMC recognizes revenues from some distributors at the time of shipment. These distributors are also given business terms to return a portion of inventory and receive credits for changes in selling prices to end...

  • Page 62
    ...at the time of shipment. The Company estimates its warranty costs based on historical failure rates and related repair or replacement costs. The following table summarizes the activity related to the product warranty liability during fiscal 2009, 2008, and 2007: December 27, 2009 Year Ended December...

  • Page 63
    ... the weighted average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of stock options, shares issuable on our Employee Stock Purchase Plan and common shares issuable on conversion of the Company's senior convertible...

  • Page 64
    ... current filing for these same periods to reflect retroactive adjustments: Year Ended December 28, 2008 December 30, 2007 As adjusted As reported*** As adjusted As reported*** (in thousands, except for per share amounts) Deferred debt issue costs* ...2.25% senior convertible notes due October 15...

  • Page 65
    ... was effective January 1, 2009. There was no financial reporting impact due to this new standard. The Company will apply this new standard on any future business combinations. In December 2007, the FASB issued ASC Topic 810-10-65, a part of the Consolidation Topic, which changes the accounting and...

  • Page 66
    ... impact due to this new standard. In June 2009, the FASB issued ASC Topic 810-10-65, as a part of the Consolidation Topic, which replaces the quantitative-based risks and rewards approach with a qualitative approach that focuses on identifying which enterprise has the power to direct the activities...

  • Page 67
    ... reclassified to earnings in the same period in which the hedged transaction affects earnings. The gain or loss from the ineffective portion of the hedge is recognized as interest income or expense immediately. Annual Report At December 27, 2009, the Company had 18 currency forward contracts...

  • Page 68
    .... None of the Company's stock-based awards are classified as liabilities. The Company did not capitalize any stock-based compensation cost, and recorded compensation expense as follows: December 27, 2009 Year Ended December 28, 2008 December 30, 2007 (in thousands) Cost of revenues ...Research and...

  • Page 69
    ...including the expected stock price volatility and expected life. Annual Report The Company's estimates of expected volatilities are based on a weighted historical and market-based implied volatility. The Company uses historical data to estimate option exercises and employee terminations within the...

  • Page 70
    ... in that business combination. Activity under the option plans during the year ended December 27, 2009 was as follows: Aggregate Weighted intrinsic value Weighted average average remaining per share at exercise contractual term December 27, price per share (years) 2009 Number of options...

  • Page 71
    ... $17,023,727 The weighted-average estimated fair values of RSU's awarded during 2009, 2008 and 2007, were $7.06, $7.93, and $7.49 respectively. Employee Stock Purchase Plan Annual Report In 1991, the Company adopted an ESPP under Section 423 of the Internal Revenue Code. The ESPP allows eligible...

  • Page 72
    ... of 2007, the Company initiated a cost-reduction plan that involved staff reductions of 175 employees at various sites and the closure of design centers in Saskatoon, Saskatchewan and Winnipeg, Manitoba. The Company also vacated excess office space at its Santa Clara facility. PMC continued to lower...

  • Page 73
    ..., the Company consolidated two manufacturing facilities (Santa Clara, California and Burnaby, British Columbia) into one facility (Burnaby), which involved the termination of 26 employees from production control, quality assurance, and product engineering. As a result, the Company recorded total...

  • Page 74
    ... included the termination of 175 employees and the closure of design centers in Maryland, Ireland and India, and vacating office space in the Santa Clara facility. To date, PMC has recorded restructuring charges of $18.3 million, including $1.5 million for asset write-downs. These charges related to...

  • Page 75
    ... At December 27, 2009, the Company had investments of $423.6 million (December 28, 2008-$278.9 million) comprised of money market funds, United States Treasury and Government Agency notes, Federal Deposit Insurance Corporation ("FDIC")-insured corporate notes, United States State and Municipal...

  • Page 76
    ...in a loss position and the Company's intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery of market value. As of December 27, 2009, the Company determined that the unrealized losses are temporary in nature and recorded them as a component of...

  • Page 77
    ... of each of 2012, 2015 and 2020. Holders may convert the Notes into the right to receive the conversion value (i) when the Company's stock price exceeds 120% of the approximately $8.80 per share initial conversion price for a specified period, (ii) in certain change in control transactions, and (iii...

  • Page 78
    ...Ended December 27, 2009 (in thousands, except for per share amounts) Consolidated Statements of Operations: Gain on repurchase of senior convertible... million and $43.8 million, respectively. The Company recorded gains related to the debt components on the first and fourth quarter of 2008 ...

  • Page 79
    .../Barone plaintiffs generally allege that various current and former Company directors and/or officers breached their duty of loyalty and/or duty of care to the Company and its stockholders in connection with improperly dating certain employee stock option grants and that these purported breaches of...

  • Page 80
    ... while the litigation was pending for a period of three years. The Company has agreed, subject to court approval, to pay plaintiffs' counsel $1.6 million in attorneys' fees, half of which will be paid by the Company and the other half by the Company's insurance carrier. In light of the stipulated...

  • Page 81
    ...preference the number of shares of PMC common stock issuable on conversion plus a nominal amount per share plus unpaid dividends, or at the holder's option convert into LTD ordinary shares, which are the functional equivalent of voting common stock. If the Company files for bankruptcy, is liquidated...

  • Page 82
    ... subsidiary of the Company to their employees, which reflects the undiscounted amount of the liability, is based upon the number of years of service and the latest monthly salary, and is partly covered by insurance policies and by regular deposits with recognized severance pay funds. The Israeli...

  • Page 83
    ...169) (14,188) (10,682) $ 16,848 Annual Report The provision for income taxes of $4.2 million for the year ended December 27, 2009 consisted of $9.9 million recovery associated with the change in deferred tax relating to unrealized foreign exchange loss arising from the foreign currency translation...

  • Page 84
    ... The utilization of a portion of these net operating losses may be subject to annual limitations under federal and state income tax legislation. Substantially all of the Company's net operating losses and capital losses relate to the Company's domestic operations and no tax benefit has been recorded...

  • Page 85
    .... In significant foreign jurisdictions, the 2004 through 2009 tax years generally remain subject to examination by their respective tax authorities. The Company does not reasonably estimate that the unrecognized tax benefit will change significantly within the next 12 months. Annual Report 85

  • Page 86
    ...: networking products. This segment consists of internetworking semiconductor devices and related technical service and support to equipment manufacturers for use in their communications and networking equipment. Enterprise-wide information is provided below. Geographic revenue information is based...

  • Page 87
    ...330 (0.26) (0.26) $ $ $ $ $ $ Annual Report (1) PMC-Sierra, Ltd. Special Shares are included in the calculation of basic weighted average common shares outstanding. In 2007, the Company had approximately 2.2 million options that were not included in diluted net loss per share because they would...

  • Page 88
    ... officer, as appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Management's Annual Report on Internal Control...

  • Page 89
    ... included in this Annual Report, has audited the effectiveness of Company's internal control over financial reporting and has issued a report on its internal control over financial reporting, which is included in this annual report. Changes in Internal Controls over Financial Reporting There were no...

  • Page 90
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of PMC-Sierra, Inc. We have audited the internal control over financial reporting of PMC-Sierra, Inc. and subsidiaries (the "Company") as of December 27, 2009, based on criteria established in Internal...

  • Page 91
    ITEM 9B. OTHER INFORMATION. None. Annual Report 91

  • Page 92
    PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information concerning our directors and executive officers required by this Item is incorporated by reference from the information set forth in the sections entitled "Election of Directors", "Code of Business Conduct and ...

  • Page 93
    ... AND DIRECTOR INDEPENDENCE. The information required by this Item is incorporated by reference from the information set forth in the section entitled "Executive Compensation Change of Control and Severance Agreements" in our Proxy Statement for the 2010 Annual Stockholder Meeting. Annual Report...

  • Page 94
    ... PMC-Sierra, Inc. and Passave Inc. 1991 Employee Stock Purchase Plan, as amended 1994 Incentive Stock Plan, as amended 2001 Stock Option Plan, as amended 2008 Equity Plan Form of Indemnification Agreement between the Registrant and its directors and officers, as amended and restated Form of Change...

  • Page 95
    ...PMC-Sierra, Inc. and WB Mission Towers, L.L.C. Director Compensation-Equity Acceleration upon Change of Control Calculation of earnings per share (1) Statement of Computation of Ratio of Earnings to Fixed Charges Subsidiaries of the Registrant Consent of Deloitte & Touche LLP, Independent Registered...

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    ... 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PMC-SIERRA, INC. (Registrant) Date: February 24, 2010 /s/ Michael W. Zellner Michael W. Zellner Vice President, (duly authorized officer) Chief Financial Officer and Principal...

  • Page 97
    ..., Chief Executive Officer (Principal Executive Officer) and Director Vice President, Chief Financial Officer (and Principal Accounting Officer) Chairman of the Board of Directors Director Director Director Director Director Director February 23, 2010 February 23, 2010 Annual Report February 23...

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    SCHEDULE II-Valuation and Qualifying Accounts Balance at beginning of year Charged to expenses or other accounts Write-offs Balance at end of year Allowance for doubtful accounts December 27, 2009 ...December 28, 2008 ...December 30, 2007 ...Allowance for obsolete inventory and excess inventory ...

  • Page 99
    ....2 Form of Change of Control Agreement by and between the Registrant and the Executive Officers Statement of Computation of Ratio of Earnings to Fixed Charges Subsidiaries of the Registrant Consent of Deloitte & Touche LLP, Independent Registered Public Accountants Certification of Chief Executive...

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