1069353--11/27/2009--CONEXANT_SYSTEMS

related topics

{customer, product, revenue}

{product, market, service}

{tax, income, asset}

{property, intellectual, protect}

{condition, economic, financial}

{system, service, information}

{stock, price, share}

{personnel, key, retain}

{acquisition, growth, future}

{loan, real, estate}

{control, financial, internal}

{operation, international, foreign}

{stock, price, operating}

{competitive, industry, competition}

{financial, litigation, operation}

{product, liability, claim}

There could be a negative effect on the price of our common stock if we issue equity securities to raise capital or in connection with a restructuring of any or all of our convertible subordinated notes. We are a much smaller company than in the recent past and dependent on fewer products for our success. We are subject to the risks of doing business internationally. We operate in the highly cyclical semiconductor industry, which is subject to significant downturns that may negatively impact our business, financial condition, cash flow and results of operations. We are subject to intense competition. We own or lease a significant amount of space in which we do not conduct operations and doing so exposes us to the financial risks of default by our tenants and subtenants and expenses related to carrying vacant property. Our revenues, cash flow from operations and results of operations have fluctuated in the past and may fluctuate in the future, particularly given adverse domestic and global economic conditions. We have recently incurred substantial losses and may incur additional future losses. Our ability to use our net operating losses ( NOLs ) and other tax attributes to offset future taxable income could be limited by an ownership change and/or decisions by California and other states to suspend the use of NOLs. Our success depends on our ability to timely develop competitive new products and reduce costs. We have significant goodwill and intangible assets, and future impairment of our goodwill and intangible assets could have a material negative impact on our financial condition and results of operations. The loss of a key customer could seriously impact our revenue levels and harm our business. In addition, if we are unable to continue to sell existing and new products to our key customers in significant quantities or to attract new significant customers, our future operating results could be adversely affected. We may not be able to keep abreast of the rapid technological changes in our markets. We may be subject to claims of infringement of third-party intellectual property rights or demands that we license third-party technology, which could result in significant expense and loss of our ability to use, make, sell, export or import our products or one or more components comprising our products. If OEMs of communications electronics products do not design our products into their equipment, we will be unable to sell those products. Moreover, a design win from a customer does not guarantee future sales to that customer. Because of the lengthy sales cycles of many of our products, we may incur significant expenses before we generate any revenues related to those products. Uncertainties involving the ordering and shipment of our products could adversely affect our business. We are dependent upon third parties for the manufacture, assembly and test of our products. 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, increased expenses and loss of design wins to our competitors. If we are not successful in protecting our intellectual property rights, it may harm our ability to compete. Our success depends, in part, on our ability to effect suitable investments, alliances, acquisitions and where appropriate, divestitures and restructurings. We may not be able to attract and retain qualified management, technical and other personnel necessary for the design, development and sale of our products. Our success could be negatively affected if key personnel leave. Litigation could be costly and harmful to our business. We currently operate under tax holidays and favorable tax incentives in certain foreign jurisdictions. The price of our common stock may fluctuate significantly.

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1069353--11/27/2009--CONEXANT_SYSTEMS_INC