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CHECK POINT SOFTWARE<br />

FORM 20-F DFN ON-BOA<br />

ˆ200FDMqk04ivnVJ71Š<br />

200FDMqk04ivnVJ7<br />

RR Donnelley ProFile wcrdoc1<br />

10.10.12 WCRjacis0in 26-Mar-2012 21:28 EST<br />

229899 TX 48 3*<br />

PAL<br />

09-Apr-2012 13:21 EST CURR<br />

PS PMT 1C<br />

Our future revenues and operating results are uncertain and may fluctuate from quarter to quarter and from<br />

year to year due to several factors, as described above in “Item 3 – Key Information” under the caption “Risk<br />

Factors – Risks Relating to Our Business and Our Market – Our quarterly operating results are likely to fluctuate,<br />

which could cause us to miss expectations about these results and cause the trading price of our ordinary shares<br />

to decline.”<br />

Historically, our revenues have reflected seasonal fluctuations related to the year-end purchasing cycles of<br />

many users of our products. We believe that we will continue to encounter seasonality for the foreseeable future.<br />

Our expense levels are based, in part, on expectations as to future revenues. If our revenue levels are below<br />

expectations, our operating results are likely to be adversely affected, since most of our expenses are not variable.<br />

As a result, we believe that period-to-period comparisons of our results of operations are not necessarily<br />

meaningful and should not be relied upon as indications of future performance. Due to the above, it is likely that<br />

in some future quarters, our operating results may be below the expectations of public market analysts and<br />

investors. In this event, the price of our ordinary shares would likely decline significantly.<br />

New Accounting Pronouncements<br />

In May 2011, the Financial Accounting Standards Board issued guidance that changed the requirement for<br />

presenting “Comprehensive Income” in the consolidated financial statements. The update requires an entity to<br />

present the components of other comprehensive income either in a single continuous statement of comprehensive<br />

income or in two separate but consecutive statements. The currently available option to disclose the components<br />

of other comprehensive income within the statement of stockholders’ equity will no longer be available. The<br />

update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011<br />

and should be applied retrospectively. The adoption of the standard will have no impact on our financial position<br />

or results of operations, but will result in a change in the presentation of our basic consolidated financial<br />

statements.<br />

In September 2011, the FASB amended the guidance on the annual testing of goodwill for impairment. The<br />

amended guidance will allow companies to assess qualitative factors to determine if it is more likely than not that<br />

goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test<br />

required under current accounting standards. The guidance is effective for annual and interim goodwill<br />

impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted.<br />

The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.<br />

In May 2011, the FASB issued ASU 2011-04 Amendments to Achieve Common Fair Value Measurement<br />

and Disclosure Requirements in U.S. GAAP and IFRSs, codified in ASC 820 "Fair Value Measurement". The<br />

guidance requires an entity to provide a consistent definition of fair value to ensure that the fair value<br />

measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting<br />

Standards. The guidance changes certain fair value measurement principles and enhances the disclosure<br />

requirements particularly for Level 3 fair value measurements, and will become effective for the Company<br />

beginning January 1, 2012. We do not expect the adoption of this new guidance to have a material impact on its<br />

financial statements.<br />

Liquidity and Capital Resources<br />

During 2009, 2010 and 2011, we financed our operations through cash generated from operations. Our total<br />

cash and cash equivalents, short-term investments, and long-term interest bearing investments, were $1,847.0<br />

million as of December 31, 2009, $2,414.9 million as of December 31, 2010 and $2,879.4 million as of<br />

December 31, 2011. Our cash and cash equivalents and short-term investments were $884.0 million as of<br />

December 31, 2009, $1,089.4 million as of December 31, 2010 and $1,359.5 million as of December 31, 2011.<br />

Our long-term interest bearing investments were $963.0 million as of December 31, 2009, $1,325.4 million as of<br />

48

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