printmgr file

More documents

Recommendations

Info

CHECK POINT SOFTWARE FORM 20-F DFN ON-BOA ˆ200FDMqk04ivnVJ71Š 200FDMqk04ivnVJ7 RR Donnelley ProFile wcrdoc1 10.10.12 WCRjacis0in 26-Mar-2012 21:28 EST 229899 TX 48 3* PAL 09-Apr-2012 13:21 EST CURR PS PMT 1C Our future revenues and operating results are uncertain and may fluctuate from quarter to quarter and from year to year due to several factors, as described above in “Item 3 – Key Information” under the caption “Risk Factors – Risks Relating to Our Business and Our Market – Our quarterly operating results are likely to fluctuate, which could cause us to miss expectations about these results and cause the trading price of our ordinary shares to decline.” Historically, our revenues have reflected seasonal fluctuations related to the year-end purchasing cycles of many users of our products. We believe that we will continue to encounter seasonality for the foreseeable future. Our expense levels are based, in part, on expectations as to future revenues. If our revenue levels are below expectations, our operating results are likely to be adversely affected, since most of our expenses are not variable. As a result, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Due to the above, it is likely that in some future quarters, our operating results may be below the expectations of public market analysts and investors. In this event, the price of our ordinary shares would likely decline significantly. New Accounting Pronouncements In May 2011, the Financial Accounting Standards Board issued guidance that changed the requirement for presenting “Comprehensive Income” in the consolidated financial statements. The update requires an entity to present the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The currently available option to disclose the components of other comprehensive income within the statement of stockholders’ equity will no longer be available. The update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should be applied retrospectively. The adoption of the standard will have no impact on our financial position or results of operations, but will result in a change in the presentation of our basic consolidated financial statements. In September 2011, the FASB amended the guidance on the annual testing of goodwill for impairment. The amended guidance will allow companies to assess qualitative factors to determine if it is more likely than not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. The guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. In May 2011, the FASB issued ASU 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, codified in ASC 820 "Fair Value Measurement". The guidance requires an entity to provide a consistent definition of fair value to ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. The guidance changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements, and will become effective for the Company beginning January 1, 2012. We do not expect the adoption of this new guidance to have a material impact on its financial statements. Liquidity and Capital Resources During 2009, 2010 and 2011, we financed our operations through cash generated from operations. Our total cash and cash equivalents, short-term investments, and long-term interest bearing investments, were $1,847.0 million as of December 31, 2009, $2,414.9 million as of December 31, 2010 and $2,879.4 million as of December 31, 2011. Our cash and cash equivalents and short-term investments were $884.0 million as of December 31, 2009, $1,089.4 million as of December 31, 2010 and $1,359.5 million as of December 31, 2011. Our long-term interest bearing investments were $963.0 million as of December 31, 2009, $1,325.4 million as of 48
CHECK POINT SOFTWARE FORM 20-F DFN ON-BOA ˆ200FDMqk04fMjsb7ÀŠ 200FDMqk04fMjsb7 RR Donnelley ProFile wcrdoc1 10.10.12 WCRpf_rend 26-Mar-2012 17:27 EST 229899 TX 49 2* PAL 09-Apr-2012 13:21 EST CURR PS PMT 1C December 31, 2010 and $1,519.9 million as of December 31, 2011. At the end of 2002, we established a wholly owned subsidiary in Singapore that serves as a vehicle for a significant portion of our international investments and manages those financial assets. The remaining financial assets are held and managed through our subsidiary in the U.S. and through the parent company in Israel. We generated net cash from operations of $557.1 million in 2009, $688.6 million in 2010 and $743.0 million in 2011. Net cash from operations for 2009, 2010 and 2011 consisted primarily of net income adjusted for non-cash activity, including other-than-temporary impairment on marketable securities, stock-based compensation expenses, depreciation, amortization of intangible assets and deferred income taxes benefit plus an increase in deferred revenue and accrued expenses and employee benefit liabilities, changes in trade receivables and other current assets. Net cash used in investing activities was $584.4 million in 2009, $459.5 million in 2010 and $574.1million in 2011. In 2009, net cash used in investing activities consisted primarily of investments in marketable securities and net cash paid in conjunction with 2009 acquisitions, partially offset by proceeds from sale and maturities of marketable securities. In 2010, net cash used in investing activities consisted primarily of investments in marketable securities and net cash paid in conjunction with 2010 acquisitions, partially offset by proceeds from sale and maturities of marketable securities. In 2011, net cash used in investing activities consisted primarily of investments in marketable securities and short-term deposits as well as net cash paid in conjunction with 2011 acquisitions, partially offset by proceeds from sale and maturities of marketable securities. Our capital expenditures amounted to $4.3 million in 2009, $4.9 million in 2010 and $7.2 million in 2011. In 2009, 2010 and 2011 our capital expenditures consisted primarily of computer equipment and software for research and development and leasehold improvement and furniture. During 2009, we funded the acquisitions of the Nokia security appliance business and certain assets of Facetime for approximately $59 million from our cash and cash equivalents balances. During 2010 and 2011, we funded minor acquisitions for approximately $14 million and $15.1 million, respectively, from our cash and cash equivalents balances. Net cash used in financing activities was $101.8 million in 2009, $91.4 million in 2010 and $227.1million in 2011. In 2009, 2010 and 2011, net cash used in financing activities was attributed primarily to the repurchase of ordinary shares. Under the repurchase programs, we may purchase our ordinary shares from time to time, depending on market conditions, share price, trading volume, and other factors. In 2009, 2010 and 2011 we repurchased ordinary shares in the amount of $202.3 million, $200 million and $300 million, respectively. From time to time, we re-issue the repurchased shares to settle exercises of options and awards of restricted share units to our employees and directors. Proceeds from such activities were $93.0 million, $103.8 million and $71.5 million in 2009, 2010 and 2011 respectively. During 2011, we acquired the SofaWare minority shares for $6.6 million. Our securities are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income. Amortization of premium, discount and interest is recorded in our statements of income. Our liquidity could be negatively affected by a decrease in demand for our products and services, including the impact of changes in customer buying that may result from the current general economic downturn. Also, if the financial system or the credit markets continue to deteriorate or remain volatile, our investment portfolio may be impacted and the values and liquidity of our investments could be adversely affected. Our principal sources of liquidity consist of our cash and cash equivalents, short-term deposits and marketable securities (which aggregated $2,879.4 million as of December 31, 2011), our cash flow from operations, and our net financial income. We believe that these sources of liquidity will be sufficient to satisfy our capital expenditure requirements for the next twelve months. 49
Page 1 and 2: CHECK POINT SOFTWARE FORM 20-F DFN
Page 47: CHECK POINT SOFTWARE FORM 20-F DFN
Page 99 and 100:
F-9 STATEMENTS OF CHANGES IN SHAREH
Page 101 and 102:
CHECK POINT SOFTWARE FORM 20-F DFN
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139:
show all

printmgr file

Create successful ePaper yourself

Delete template?

Save as template?