e10vq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

For the quarter ended June 30, 2009


o		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 0-19032

ATMEL CORPORATION

(Registrant)


Delaware		77-0051991
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

2325 Orchard Parkway San Jose, California 95131
(Address of principal executive offices)

(408) 441-0311
(Registrant’s telephone number)

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 þ No o

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 o No o

Indicate by check mark whether the 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. (Check one):


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

On July 31, 2009, the Registrant had 451,125,237 outstanding shares of Common Stock.

PART I: FINANCIAL INFORMATION


ITEM 1.		*FINANCIAL STATEMENTS*

Atmel Corporation

Condensed Consolidated Balance Sheets
(Unaudited)


	June 30,			December 31,
	2009			2008
	*(in thousands, except par value)*
ASSETS
Current assets
Cash and cash equivalents	$	380,871		$	408,926
Short-term investments		38,482			31,707
Accounts receivable, net of allowances for doubtful accounts of $12,322 and $14,996, respectively		170,005			184,698
Inventories		217,936			324,016
Current assets held for sale		126,304			—
Prepaids and other current assets		39,093			77,542

Total current assets		972,691			1,026,889
Fixed assets, net		167,689			383,107
Goodwill		57,456			51,010
Intangible assets, net		32,323			34,121
Non-current assets held for sale		193,564			—
Other assets		27,921			35,527

Total assets	$	1,451,644		$	1,530,654


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Current portion of long-term debt and capital lease obligations	$	107,195		$	131,132
Trade accounts payable		71,748			116,392
Accrued and other liabilities		133,156			207,017
Current liabilites held for sale		57,699			—
Deferred income on shipments to distributors		30,391			41,512

Total current liabilities		400,189			496,053
Long-term debt and capital lease obligations, less current portion		11,520			13,909
Long-term liabilites held for sale		7,815			—
Other long-term liabilities		203,539			218,608

Total liabilities		623,063			728,570


Commitments and contingencies (Note 8)

Stockholders’ equity
Common stock; par value $0.001; Authorized: 1,600,000 shares;
Shares issued and outstanding: 451,049 at June 30, 2009 and 448,872 at December 31, 2008		451			449
Additional paid-in capital		1,260,094			1,238,796
Accumulated other comprehensive income		127,977			113,999
Accumulated deficit		(559,941	)		(551,160	)

Total stockholders’ equity		828,581			802,084

Total liabilities and stockholders’ equity	$	1,451,644		$	1,530,654

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Atmel Corporation

Condensed Consolidated Statements of Operations
(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2009			2008			2009			2008
	*(in thousands, except per share data)*
Net revenues	$	284,542		$	420,908		$	556,035		$	832,145

Operating expenses
Cost of revenues		192,718			267,382			368,806			532,565
Research and development		52,186			68,218			104,743			134,595
Selling, general and administrative		50,882			68,573			105,800			132,135
Acquisition-related charges		3,642			6,709			9,141			10,420
Charges for grant repayments		249			292			1,014			173
Restructuring charges		2,470			8,676			4,822			36,584
Loss (gain) on sale of assets		—			810			(164	)		(29,948	)

Total operating expenses		302,147			420,660			594,162			816,524

(Loss) income from operations		(17,605	)		248			(38,127	)		15,621
Interest and other expenses, net		(4,539	)		(859	)		(8,084	)		(6,246	)

(Loss) income from operations before income taxes		(22,144	)		(611	)		(46,211	)		9,375
Benefit from (provision for) income taxes		9,737			(4,296	)		37,430			(7,494	)

Net (loss) income	$	(12,407	)	$	(4,907	)	$	(8,781	)	$	1,881


Basic net (loss) income per share:
Net (loss) income	$	(0.03	)	$	(0.01	)	$	(0.02	)	$	0.00

Weighted-average shares used in basic net (loss) income per share calculations		450,891			445,793			450,291			445,225

Diluted net (loss) income per share:
Net (loss) income	$	(0.03	)	$	(0.01	)	$	(0.02	)	$	0.00

Weighted-average shares used in diluted net (loss) income per share calculations		450,891			445,793			450,291			450,337

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Atmel Corporation

Condensed Consolidated Statements of Cash Flows
(Unaudited)


	Six Months Ended
	June 30,			June 30,
	2009			2008
	*(in thousands)*
Cash flows from operating activities
Net (loss) income	$	(8,781	)	$	1,881
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation and amortization		36,643			69,960
Gain on sale or disposal of fixed assets		—			(29,948	)
Other non-cash losses, net		5,233			4,522
(Recovery of) provision for doubtful accounts receivable		(2,676	)		607
Accretion of interest on long-term debt		260			1,216
In-process research and development charges		—			1,047
Stock-based compensation expense		15,576			15,180
Changes in operating assets and liabilities, net of acquisition
Accounts receivable		17,590			(8,849	)
Inventories		29,921			28,192
Current and other assets		(19,308	)		4,779
Trade accounts payable		(22,884	)		(67,721	)
Accrued and other liabilities		(33,259	)		(10,472	)
Deferred income on shipments to distributors		(11,122	)		(167	)

Net cash provided by operating activities		7,193			10,227


Cash flows from investing activities
Acquisitions of fixed assets		(7,380	)		(26,385	)
Proceeds from the sale of North Tyneside assets and other assets, net of selling costs		—			82,133
Acquisition of Quantum Research Group, net of cash acquired		(3,362	)		(92,896	)
Acquisitions of intangible assets		(3,500	)		(1,111	)
Purchases of marketable securities		(17,200	)		(7,170	)
Sales or maturities of marketable securities		21,445			18,473
Increase in long-term restricted cash		(2,050	)		—

Net cash used in investing activities		(12,047	)		(26,956	)


Cash flows from financing activities
Principal payments on debt		(26,686	)		(13,344	)
Proceeds from issuances of common stock		4,927			5,688
Tax payments related to shares withheld for vested restricted stock units		(908	)		—

Net cash used in financing activities		(22,667	)		(7,656	)

Effect of exchange rate changes on cash and cash equivalents		(534	)		4,258

Net decrease in cash and cash equivalents		(28,055	)		(20,127	)


Cash and cash equivalents at beginning of the period		408,926			374,130

Cash and cash equivalents at end of period	$	380,871		$	354,003


Supplemental cash flow disclosures:
Interest paid	$	2,336		$	4,636
Income taxes (refunded) paid, net		(21,555	)		8,749

Supplemental non-cash investing and financing activities disclosures:
Decreases in accounts payable related to fixed asset purchases		(2,169	)		(5,509	)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Atmel Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data, employee data, and where otherwise indicated)
(Unaudited)

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments which are, in the opinion of management, necessary to state fairly, in all material respects, the financial position of Atmel Corporation (“the Company” or “Atmel”) and its subsidiaries as of June 30, 2009 and the results of operations and cash flows for the three and six months ended June 30, 2009 and 2008. All intercompany balances have been eliminated. Because all of the disclosures required by U.S. generally accepted accounting principles are not included, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. The December 31, 2008 year-end condensed balance sheet data was derived from the audited consolidated financial statements and does not include all of the disclosures required by U.S. generally accepted accounting principles. The condensed consolidated statements of operations for the periods presented are not necessarily indicative of results to be expected for any future period, nor for the entire year.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these financial statements include provisions for excess and obsolete inventory, sales return reserves, stock-based compensation expense, allowances for doubtful accounts receivable, warranty reserves, estimates for useful lives associated with long-lived assets, charges for grant repayments, recoverability of goodwill and intangible assets, restructuring charges, certain accrued liabilities, fair value of net assets held-for-sale and income taxes and income tax valuation allowances. Actual results could differ from those estimates.

Inventories

Inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis for raw materials and purchased parts; and an average-cost basis for work in progress and finished goods) or market. Market is based on estimated net realizable value. The Company establishes provisions for lower of cost or market and excess and obsolescence write-downs. The determination of obsolete or excess inventory requires an estimation of the future demand for the Company’s products and these reserves are recorded when the inventory on hand exceeds management’s estimate of future demand for each product. Once the inventory is written down, a new cost basis is established and these inventory reserves are not relieved until the related inventory has been sold or scrapped. As of June 30, 2009, $76,304 of inventory was reclassified as held-for-sale in conjunction with the expected sale of our ASIC business (See Note 12). Inventories are comprised of the following:


	June 30,		December 31,
	2009		2008
	(in thousands)
Raw materials and purchased parts	$	14,577	$	14,959
Work-in-progress		171,656		206,126
Finished goods		31,703		102,931

	$	217,936	$	324,016

Grant Recognition

Subsidy grants from government organizations are amortized as a reduction of expenses over the period the related obligations are fulfilled. Recognition of future subsidy benefits will depend on either the Company’s achievement of certain technical milestones or the achievement of certain capital investment spending and employment goals. The Company recognized the following amount of subsidy grant benefits as a reduction of either cost of revenues or research and development expenses, depending on the nature of the grant:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2009		2008		2009		2008
			(in thousands)
Cost of revenues	$	11	$	590	$	36	$	999
Research and development expenses		3,241		4,945		5,985		9,904

Total	$	3,252	$	5,535	$	6,021	$	10,903

In the six months ended June 30, 2008, the Company made $39,519 in government grant repayments to the UK government in connection with the closure of the North Tyneside, UK manufacturing facility, which was previously accrued as of December 31, 2007. The Company recorded a charge for grant repayments of $249 and $1,014 in the three and six months ended June 30, 2009, respectively. The Company recorded charges for grant repayments of $292 and $173 in the three and six months ended June 30, 2008, respectively. A portion of these charges are related to interest on the outstanding grant repayment balance.

Stock-Based Compensation

Upon adoption of Statement of Financial Accounting Standards 123R (“SFAS No. 123R”), the Company reassessed its equity compensation valuation method and related assumptions. The Company’s determination of the fair value of share-based payment awards on the date of grant utilizes an option-pricing model, and is impacted by its common stock price as well as a change in assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to: expected common stock price volatility over the term of the option awards, as well as the projected employee option exercise behaviors (expected period between stock option grant date and stock option exercise date). For performance-based restricted stock units, the Company is required to assess the probability of achieving certain financial objectives at the end of each reporting period. Based on the assessment of this probability, the Company may record stock-based compensation expense. The fair value of a restricted stock unit is equivalent to the market price of the Company’s common stock on the measurement date.

Valuation of Goodwill and Intangible Assets

The Company reviews goodwill and intangible assets with indefinite lives for impairment annually during the fourth quarter and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” Purchased intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful lives and are reviewed for impairment under SFAS No. 144, “Accounting for the Impairment of Disposal of Long-Lived Assets)” (“SFAS No. 144”). Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and forecasted operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. If the total future cash flows are less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Estimates of the future cash flows associated with the assets are critical to these assessments. Changes in these estimates based on changed economic conditions or business strategies could result in material impairment charges in future periods. The Company bases its fair value estimates on assumptions it believes to be reasonable. Actual future results may differ from those estimates.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 168”). SFAS No. 168 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification will supersede all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification will become non-authoritative. Following SFAS No. 168, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right. Accounting Standards Updates will serve only to update

the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. The Company will update its disclosures to conform to the Codification in its Form 10-Q for the third quarter of 2009.

Effective April 1, 2009, the Company adopted FASB Statement No. 165, Subsequent Events (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date—that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The adoption of SFAS No. 165 did not have an impact on the Company’s condensed consolidated results of operations or financial condition.

Effective April 1, 2009, the Company adopted the FASB issued FASB Staff Position No. 107-1 and Accounting Principles Board (“APB”) 28-1, Interim Disclosures About Fair Value of Financial Instruments (“FSP No. 107-1”). FSP FAS 107-1 amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all interim financial statements. The adoption of FSP No. 107-1 did not have a significant impact on the Company’s condensed consolidated results of operations or financial condition.

In April 2009, the FASB issued FSP No. 141R-1, Accounting for Assets and Liabilities Assumed in a Business Combination That Arise From Contingencies, (“FSP No. 141R-1”). FSP FAS 141R-1 amends and clarifies SFAS No. 141R, Business Combinations, to address application issues regarding initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. FSP No. 141R-1 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Although the Company did not enter into any business combinations during the first six months of 2009, the Company believes FSP No. 141R-1 may have a material impact on the Company’s future consolidated financial statements depending on the size and nature of any future business combinations that the Company may enter into.

In April 2009, the FASB issued FSP No. 157-4, Determining Fair Value When Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP No. 157-4”). FSP No. 157-4 provides guidance on how to determine the fair value of assets and liabilities when the volume and level of activity for the asset/liability has significantly decreased. FSP 157-4 also provides guidance on identifying circumstances that indicate a transaction is not orderly. In addition, FSP 157-4 requires disclosure in interim and annual periods of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques. FSP 157-4 is effective for the Company beginning in the second quarter of fiscal year 2009. The adoption of FSP No. 157-4 did not have a significant impact on the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairment (“FSP No. 115-2/124-2”). FSP No. 115-2/124-2 amends the requirements for the recognition and measurement of other-than-temporary impairments for debt securities by modifying the pre-existing “intent and ability” indicator. Under FSP 115-2/124-2, an other-than-temporary impairment is triggered when there is intent to sell the security, it is more likely than not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. Additionally, FSP No. 115-2/124-2 changes the presentation of an other-than-temporary impairment in the income statement for those impairments involving credit losses. The credit loss component will be recognized in earnings and the remainder of the impairment will be recorded in other comprehensive income. FSP No. 115-2/124-2 is effective for the Company beginning in the second quarter of fiscal year 2009. The adoption of FSP No. 115-2/124-2 did not have a significant impact on the Company’s condensed consolidated financial statements.

Note 2 BUSINESS COMBINATION

On March 6, 2008, the Company completed its acquisition of Quantum Research Group Ltd. (“Quantum”), a supplier of capacitive sensing IP solutions. The Company acquired all outstanding shares as of the acquisition date and Quantum became a wholly-owned subsidiary of Atmel.

The total purchase price of the acquisition was as follows:


	(in thousands)
Cash	$	88,106
Fair value of common stock issued		405
Direct transaction costs		7,345

Original purchase price		95,856
Adjustments for contingent consideration subsequently earned		8,684

Total purchase price	$	104,540

Of the $88,106 cash paid to the former Quantum stockholders on the closing date of the acquisition, $13,000 was placed in an escrow account and will be released 18 months from the closing date upon satisfaction of any outstanding obligations related to certain representations and warranties included in the acquisition agreement. As part of the purchase price, the Company also issued 126 shares of its common stock to a Quantum shareholder, which was valued at $405.

In the year ended December 31, 2008, the Company paid $98,585 in cash for the acquisition of Quantum, consisting of the purchase price of $104,540, less fair value of common stock issued of $405, cash acquired of $2,188 and a payment of $3,362 related to the contingent escrow payments described above which was paid in the three months ended March 31, 2009.

The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for tax purposes.

The purchase price was allocated as follows as of the closing date of the acquisition:


	March 6,
	2008
	(in thousands)
Goodwill	$	59,215
Other intangible assets		31,002
Tangible assets acquired and liabilities assumed:
Cash and cash equivalents		2,188
Accounts receivable		3,070
Inventory		966
Prepaids and other current assets		149
Fixed assets		455
Trade accounts payable		(1,013	)
Accrued liabilities		(1,223	)
In-process research and development		1,047

	$	95,856

The Company has no goodwill other than that arising from its Quantum acquisition. The movement of the goodwill balance from the acquisition date to December 31, 2008 is as follows:


			Additional		Cumulative
	March 6,		Consideration		Translation			December 31,
	2008		Earned		Adjustments			2008
	(in thousands)
Goodwill	$	59,215	$	8,684	$	(16,889	)	$	51,010

The movement of the goodwill balance from December 31, 2008 to June 30, 2009 is as follows:


			Cumulative
	December 31,		Translation		June 30,
	2008		Adjustments		2009
	(in thousands)
Goodwill	$	51,010	$	6,446	$	57,456

The goodwill amount is not subject to amortization and is included in the Company’s Microcontroller segment. It is tested for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable in accordance with SFAS No. 142.

The Company performed its annual goodwill impairment analysis in the fourth quarter of 2008. Based on its 2008 impairment assessment, the Company concluded that the fair value of its reporting unit exceeded its carrying value as of December 31, 2008; therefore, no impairment of the goodwill balance.

The movement in the gross amount of the Quantum-related other intangible assets from the acquisition date to December 31, 2008 is as follows:


			Cumulative
	March 6,		Translation			December 31,
	2008		Adjustments			2008
	(in thousands)
Other intangible assets:
Customer relationships	$	21,482	$	(5,694	)	$	15,788
Developed technology		6,880		(1,816	)		5,064
Tradename		1,180		(311	)		869
Non-compete agreement		990		(261	)		729
Backlog		470		(124	)		346

	$	31,002	$	(8,206	)	$	22,796

The movement in the gross amount of the Quantum-related other intangible assets from December 31, 2008 to June 30, 2009 is as follows:


			Cumulative
	December 31,		Translation		June 30,
	2008		Adjustments		2009
			(in thousands)
Other intangible assets:
Customer relationships	$	15,788	$	1,995	$	17,783
Developed technology		5,064		640		5,704
Tradename		869		109		978
Non-compete agreement		729		92		821
Backlog		346		44		390

	$	22,796	$	2,880	$	25,676

The Company has estimated the fair value of the Quantum related other intangible assets using the income approach and these identifiable intangible assets are subject to amortization. The following table sets forth the components of the identifiable intangible assets subject to amortization as of June 30, 2009, which are being amortized on a straight-line basis:


			Accumulated					Estimated
	Gross Value		Amortization			Net Value		Useful Life
	(in thousands, except for years)
Customer relationships	$	17,783	$	(4,742	)	$	13,041	5 years
Developed technology		5,704		(1,521	)		4,183	5 years
Tradename		978		(666	)		312	3 years
Non-compete agreement		821		(219	)		602	5 years
Backlog		390		(390	)		—	< 1 year

	$	25,676	$	(7,538	)	$	18,138

Customer relationships represent future projected net revenues that will be derived from sales of current and future versions of existing products that will be sold to existing customers. Developed technology represents a combination of processes, patents and trade secrets developed through years of experience in design and development of the products. Tradename represents the Quantum brand that the Company will continue to use to market the current and future capacitive sensing products. Non-compete agreement represents the fair value to the Company from agreements with certain former Quantum executives to refrain from competition for a number of years. Backlog represents committed orders from customers as of the closing date of the acquisition.

The Company recorded the following acquisition-related charges in the condensed consolidated statements of operations in the three and six months ended June 30, 2009 and 2008, respectively:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2009		2008		2009		2008
	(in thousands)
Amortization of intangible assets	$	1,234	$	1,606	$	2,528	$	2,568
In-process research and development		—		—		—		1,047
Compensation-related expense — cash		517		3,213		2,831		4,285
Compensation-related expense — stock		1,891		1,890		3,782		2,520

	$	3,642	$	6,709	$	9,141	$	10,420

The Company recorded amortization of intangible assets of $1,234 and $1,606 in the three months ended June 30, 2009 and 2008, respectively, and $2,528 and $2,568 in the six months ended June 30, 2009 and 2008, respectively, associated with customer relationships, developed technology, tradename, non-compete agreements and backlog.

In the three months ended March 31, 2008, the Company recorded a charge of $1,047 associated with acquired in-process research and development (“IPR&D”), in connection with the acquisition of Quantum. No charges were recorded in the six months ended June 30, 2009.

The Company also agreed to compensate former key executives of Quantum, contingent upon continuing employment determined at various dates over a three year period. The Company has agreed to pay up to $15,049 in cash and issue 5,319 shares of the Company’s common stock valued at $17,285, based on the Company’s closing stock price on March 4, 2008. These amounts are being accrued over the employment period on an accelerated basis. As a result, in the three months ended June 30, 2009 and 2008, the Company recorded compensation-related expenses of $2,408, which are payable in cash of $517 and stock of $1,891, and $5,103, which is payable in cash of $3,213 and stock of $1,890, respectively. In the six months ended June 30, 2009 and 2008, the Company recorded compensation-related expenses of $6,613, which are payable in cash of $2,831 and stock of $3,782, and $6,805, which are payable in cash of $4,285 and stock of $2,520, respectively. The Company made cash payments of $10,694 to the former Quantum employees in the three months ended March 31, 2009.

Pro Forma Results

Pro forma consolidated statements of operations have not been presented because Quantum’s historical financial results were not material to the Company’s consolidated statements of operations for the period from January 1, 2008 through March 6, 2008.

Note 3 INVESTMENTS

Investments at June 30, 2009 and December 31, 2008 are primarily comprised of corporate equity securities, U.S. and foreign corporate debt securities, guaranteed variable annuities and auction-rate securities.

All marketable securities are deemed by management to be available-for-sale and are reported at fair value, with the exception of certain auction-rate securities as described below. Net unrealized gains or losses that are not deemed to be other than temporary are reported within stockholders’ equity on the Company’s condensed consolidated balance sheets as a component of accumulated other comprehensive income. Gross realized gains or losses are recorded based on the specific identification method. In the three and six months ended June 30, 2009 and 2008, the Company’s gross realized gains or losses on short-term investments were not material. The Company’s investments are further detailed in the table below:


	June 30, 2009						December 31, 2008
	Adjusted Cost			Fair Value			Adjusted Cost			Fair Value
	(in thousands)
Corporate equity securities	$	87		$	142		$	87		$	165
Auction-rate securities		5,445			5,491	*		8,795			8,795	*
Corporate debt securities and other obligations		33,267			35,102			34,089			35,618

	$	38,799		$	40,735		$	42,971		$	44,578

Unrealized gains		2,065						1,721
Unrealized losses		(129	)					(114	)

Net unrealized gains		1,936						1,607

Fair value	$	40,735					$	44,578


Amount included in short-term investments				$	38,482					$	31,707
Amount included in other assets					2,253						12,871

				$	40,735					$	44,578


*		Includes the fair value of the Put Option of $124 and $323 at June 30, 2009 and December 31, 2008, respectively, related to an offer from UBS to purchase auction-rate securities of $3,225 and $6,575 at June 30, 2009 and December 31, 2008, respectively.

In the six months ended June 30, 2009, auctions for the Company’s auction-rate securities have continued to fail and as a result these securities have continued to be illiquid. The Company concluded that $2,220 (book value) of these securities are unlikely to be liquidated within the next twelve months and classified these securities as long-term investments, which is included in other assets on the condensed consolidated balance sheets. The adoption of FSP No. 115-2 has no significant impact to the Company’s condensed consolidated financial statements.

In October 2008, the Company accepted an offer from UBS Financial Services Inc. (“UBS”) to purchase the Company’s certain auction-rate securities of $3,225 at par value (the “Put Option”) at any time during a two-year time period from June 30, 2010 to July 2, 2012. As a result of this offer, the Company expects to sell the securities to UBS at par value on June 30, 2010. The Company elected to measure the Put Option under the fair value option of SFAS No. 159 and recorded a corresponding short-term investment as of June 30, 2009, which is included within the auction-rate securities balance for presentation purposes. As a result of accepting the offer, the Company reclassified these auction-rate securities from available-for-sale to trading securities.

Contractual maturities (at book value) of available-for-sale debt securities as of June 30, 2009, were as follows:


	(in thousands)
Due within one year	$	33,419
Due in 1-5 years		3,073
Due in 5-10 years		—
Due after 10 years		2,220

Total	$	38,712

Atmel has classified all investments with maturity dates of 90 days or more as short-term as it has the ability to redeem them within the year.

Note 4 INTANGIBLE ASSETS, NET

Intangible assets, net, consisted of technology licenses and acquisition-related intangible assets as follows:


	June 30,			December 31,
	2009			2008
	(in thousands)
Core/licensed technology	$	85,718		$	84,718
Accumulated amortization		(71,533	)		(69,208	)

Total technology licenses		14,185			15,510


Acquisition-related intangible assets		25,676			22,796
Accumulated amortization		(7,538	)		(4,185	)

Total acquisition-related intangible assets		18,138			18,611

Total intangible assets, net	$	32,323		$	34,121

Amortization expense for technology licenses for the three months ended June 30, 2009 and 2008 totaled $1,186 and $1,094, respectively, and in the six months ended June 30, 2009 and 2008 totaled $2,324 and $2,187, respectively. Amortization expense for acquisition-related intangible assets totaled $1,234 and $1,606 in the three months ended June 30, 2009 and 2008, respectively, and $2,528 and $2,568 in the six months ended June 30, 2009 and 2008, respectively.

The following table presents the estimated future amortization of the technology licenses and acquisition-related intangible assets:


	Technology		Acquisition-Related
Years Ending December 31:	Licenses		Intangible Assets		Total
			(in thousands)
2009 (July 1 through December 31)	$	2,286	$	2,743	$	5,029
2010		4,285		4,861		9,146
2011		3,587		4,861		8,448
2012		3,221		4,861		8,082
2013		806		812		1,618

Total future amortization	$	14,185	$	18,138	$	32,323

Note 5 BORROWING ARRANGEMENTS

Information with respect to the Company’s debt and capital lease obligations as of June 30, 2009 and December 31, 2008 is shown in the following table:


	June 30,			December 31,
	2009			2008
	(in thousands)
Various interest-bearing notes and term loans	$	3,117		$	2,835
Bank lines of credit		101,500			125,000
Capital lease obligations		14,098			17,206

Total	$	118,715		$	145,041
Less: current portion of long-term debt and capital lease obligations		(107,195	)		(131,132	)

Long-term debt and capital lease obligations due after one year	$	11,520		$	13,909

Maturities of long-term debt and capital lease obligations are as follows:


Years Ending December 31:
	(in thousands)
2009 (July 1 through December 31)	$	105,396
2010		5,791
2011		4,798
2012		1,188
2013		—
Thereafter		3,117

		120,290
Less: amount representing interest		(1,575	)

Total	$	118,715

On March 15, 2006, the Company entered into a five-year asset-backed credit facility for up to $165,000 with certain European lenders. This facility is secured by the Company’s non-U.S. trade receivables. At June 30, 2009, the amount outstanding under this facility was $80,000. In June 2009, the Company repaid $20,000 under this line of credit as its eligible non-U.S. trade receivables declined to approximately $86,255 at June 30, 2009. Borrowings under the facility bear interest at LIBOR plus 2% per annum (approximately 2.41% based on the two month LIBOR at June 30, 2009), while the undrawn portion is subject to a commitment fee of 0.375% per annum. The outstanding balance is subject to repayment in full on the last day of its interest period (every two months). The terms of the facility subject the Company to certain financial and other covenants and cross-default provisions. The Company was in compliance with these covenants as of June 30, 2009. Commitment fees and amortization of up-front fees paid related to the facility in the three and six months ended June 30, 2009 totaled $242 and $539, respectively, and in the three and six months ended June 30, 2008 totaled $339 and $665, respectively, and are included in interest and other (expense) income, net, in the condensed consolidated statements of operations. The outstanding balance under this facility is classified as bank lines of credit in the summary debt table above.

In December 2004, the Company established a $25,000 revolving line of credit with a domestic bank, which has been extended until September 2009. The interest rate on the revolving line of credit is either the lower of the domestic bank’s prime rate (approximately 3.25% at June 30, 2009) or LIBOR plus 2% (approximately 2.60% based on the three month LIBOR at June 30, 2009). The revolving line of credit is secured by the Company’s U.S. trade receivables and requires the Company to meet certain financial ratios and to comply with other covenants on a periodic basis. The Company was in compliance with these covenants as of June 30, 2009. In February 2009, the Company repaid $3,500 under this line of credit as its eligible U.S. trade receivables declined to approximately $21,500. The outstanding balance under this facility is classified as bank lines of credit in the summary table above.

Of the Company’s remaining outstanding debt obligations of $17,215 as of June 30, 2009, $14,098 are classified as capital leases and $3,117 as interest bearing notes in the summary debt table.

Included within the Company’s outstanding debt obligations are $113,991 of variable-rate debt obligations where the interest rates are based on the Prime Rate, LIBOR index plus 2.0% or the short-term EURIBOR index plus a spread ranging from 0.9% to 2.25%. Approximately $101,500 of the Company’s total debt obligations at June 30, 2009 have cross default provisions.

Note 6 STOCK-BASED COMPENSATION

Option and Employee Stock Purchase Plans

The 2005 Stock Plan was approved by stockholders on May 11, 2005. As of June 30, 2009, 114,000 shares were authorized for issuance under the 2005 Stock Plan, and 32,894 shares of common stock remained available for grant. Under Atmel’s 2005 Stock Plan, Atmel may issue common stock directly, grant options to purchase common stock or grant restricted stock units payable in common stock to employees, consultants and directors of Atmel. Options, which generally vest over four years, are granted at fair market value on the date of the grant and generally expire ten years from that date.

Activity under Atmel’s 2005 Stock Plan is set forth below:


					Outstanding Options					Weighted-
								Exercise		Average
		Available			Number of			Price		Exercise Price
		for Grant			Options			per Share		per Share
	(in thousands, except per share data)
Balances, December 31, 2008			30,504			31,263		$	1.68-$24.44	$	5.54
Restricted stock units issued			(734	)		—
Performance-based restricted stock units issued			(83	)		—
Adjustment for restricted stock units issued			(637	)		—
Restricted stock units cancelled			474			—
Adjustment for restricted stock units cancelled			370			—
Options granted			(3	)		3		$	3.49-$3.49		3.49
Options cancelled/expired/forfeited			2,016			(2,016	)	$	2.11-$20.19		6.01
Options exercised			—			(299	)	$	1.80-$3.67		2.87

Balances, March 31, 2009			31,907			28,951		$	1.68-$24.44	$	5.53
Restricted stock units issued			(209	)		—
Adjustment for restricted stock units issued			(163	)		—
Restricted stock units cancelled			379			—
Adjustment for restricted stock units cancelled			296			—
Options granted			(135	)		135		$	3.59-$3.93		3.90
Options cancelled/expired/forfeited			819			(819	)	$	1.80-$20.19		6.17
Options exercised			—			(314	)	$	3.38-$4.29		2.60

Balances, June 30, 2009			32,894			27,953		$	1.68-$24.44	$	5.54

Restricted stock units are granted from the pool of options available for grant. On May 14, 2008, the Company’s stockholders approved an amendment to its 2005 Stock Plan whereby every share underlying restricted stock, restricted stock units (including performance-based restricted stock units), and stock purchase rights issued on or after May 14, 2008 will be counted against the numerical limit for options available for grant as 1.78 shares in the table above. If shares issued pursuant to any restricted stock, restricted stock unit, and stock purchase right agreements are forfeited or repurchased by the Company and would otherwise return to the 2005 Stock Plan, 1.78 times the number of shares will return to the plan and will again become available for issuance. The Company issued 18,564 restricted stock units from May 14, 2008 to June 30, 2009, resulting in a reduction of 33,043 shares available for grant under the 2005 Stock Plan.

Restricted Stock Units

Activity related to restricted stock units is set forth below:


	Number of			Weighted-Average
	Shares			Fair Value
	Outstanding			Per Share
	(in thousands, except per share data)
Balance, December 31, 2008		20,422		$	4.33
Restricted stock units issued		734			3.16
Performance-based restricted stock units issued		83			3.63
Restricted stock units vested		(715	)		3.17
Restricted stock units cancelled		(474	)		4.07

Balance, March 31, 2009		20,050		$	4.52
Restricted stock units issued		209			3.74
Restricted stock units vested		(100	)		3.62
Restricted stock units cancelled		(379	)		3.83

Balance, June 30, 2009		19,780		$	4.68

In the three and six months ended June 30, 2009, 100 and 815, respectively, restricted stock units vested, including 33 and 291, respectively, units withheld for taxes. These vested restricted stock units had a weighted-average fair value of $3.62 and $3.23 on the vesting dates. In the three and six months ended June 30, 2008, 63 and 151 restricted stock units vested, respectively. These vested restricted stock units had a weighted-average fair value of $4.01 and $3.62, respectively, on the vesting dates. As of June 30, 2009, total unearned stock-based compensation related to nonvested restricted stock units previously granted (excluding performance-based restricted stock units) was approximately $36,597, excluding forfeitures, and is expected to be recognized over a weighted-average period of 2.77 years.

In the year ended December 31, 2008, the Company issued performance-based restricted stock units to eligible employees for a maximum of 9,914 shares of the Company’s common stock under the 2005 Stock Plan. In the six months ended June 30, 2009, the Company issued performance-based restricted stock units to eligible employees for 83 shares of the Company’s common stock. These restricted stock units vest only if the Company achieves certain quarterly operating margin performance criteria over the performance period of July 1, 2008 to December 31, 2012. In the three months ended June 30, 2009, the performance period was extended by one additional year to December 31, 2012 which is considered a modification to the performance-based restricted stock units. Until restricted stock units are vested, they do not have the voting rights of common stock and the shares underlying the awards are not considered issued and outstanding. The Company recognizes the stock-based compensation expense for its performance-based restricted stock units when management believes it is probable that the Company will achieve certain future quarterly operating margin performance criteria. The Company recorded a credit of $2,092 in the three months ended March 31, 2009 related to the reversal of previously recorded stock-based compensation expense based on the probability of these performance criteria being achieved. No charges or credits were recorded in the three months ended June 30, 2009.

The following table summarizes the stock options outstanding at June 30, 2009:


Options Outstanding									Options Exercisable
			Weighted-								Weighted-
			Average		Weighted-						Average		Weighted-
Range of			Remaining		Average		Aggregate				Remaining		Average		Aggregate
Exercise	Number		Contractual		Exercise		Intrinsic		Number		Contractual		Exercise		Intrinsic
Price	Outstanding		Term (years)		Price		Value		Exercisable		Term (years)		Price		Value
			(in thousands, except per share prices and life data)
$1.68-3.24		3,197		5.28	$	2.51	$	3,913		2,570		4.46	$	2.34	$	3,580
3.26-3.32		3,413		7.42		3.30		1,456		2,074		6.54		3.30		901
3.41-4.62		2,808		8.34		4.20		8		794		8.08		4.23		4
4.70-4.89		4,123		7.69		4.79		—		2,333		7.57		4.81		—
4.92-5.32		2,963		7.58		5.02		—		1,385		7.24		5.04		—
5.55-5.75		3,665		5.77		5.73		—		2,934		5.21		5.73		—
5.85-6.27		606		7.33		6.05		—		434		7.25		6.06		—
6.28-6.28		3,118		7.46		6.28		—		1,691		7.46		6.28		—
6.47-12.13		2,824		2.23		8.56		—		2,824		2.23		8.56		—
12.47-24.44		1,236		0.88		16.76		—		1,234		0.88		16.76		—

		27,953		6.34	$	5.54	$	5,377		18,273		5.34	$	5.98	$	4,485

In the three and six months ended June 30, 2009, the number of stock options that were exercised was 314 and 613, respectively, which had an intrinsic value of $412 and $625, respectively. In the three and six months ended June 30, 2008, the number of stock options that were exercised was 595 and 898, respectively, which had an intrinsic value of $1,131 and $1,533, respectively. Stock options exercised in the three and six months ended June 30, 2009 had an aggregate exercise price of $816 and $1,675, respectively. Stock options exercised in the three and six months ended June 30, 2008 had an aggregate exercise price of $1,404 and $2,037, respectively.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2009			2008			2009			2008
Risk-free interest rate		2.34	%		3.41	%		2.28	%		2.91	%
Expected life (years)		5.78			5.39			5.78			5.39
Expected volatility		57	%		55	%		57	%		55	%
Expected dividend yield		—			—			—			—

The Company’s weighted-average assumptions for the three and six months ended June 30, 2009 and 2008 were determined in accordance with SFAS No. 123R and are further discussed below.

The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and was derived based on an evaluation of the Company’s historical settlement trends, including an evaluation of historical exercise and expected post-vesting employment-termination behavior. The expected life of employee stock options impacts all underlying assumptions used in the Company’s Black-Scholes option-pricing model, including the period applicable for risk-free interest and expected volatility.

The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the Company’s employee stock options.

The Company calculates the historic volatility over the expected life of the employee stock options and believes this to be representative of the Company’s expectations about its future volatility over the expected life of the option.

The dividend yield assumption is based on the Company’s history and expectation of dividend payouts.

The weighted-average estimated fair values of options granted in the three and six months ended June 30, 2009 were $1.95 and $1.94, respectively, and $1.88 and $1.78 in the three and six months ended June 30, 2008, respectively.

Employee Stock Purchase Plan

Under the 1991 Employee Stock Purchase Plan (“ESPP”), qualified employees are entitled to purchase shares of Atmel’s common stock at the lower of 85 percent of the fair market value of the common stock at the date of commencement of the six-month offering period or at the last day of the offering period. Purchases are limited to 10 percent of an employee’s eligible compensation. There were 1,034 purchases under the ESPP in the six months ended June 30, 2009 at an average price of $3.15 per share. There were 1,161 purchases under the ESPP in the six months ended June 30, 2008 at an average price of $3.14 per share. Of the 42,000 shares authorized for issuance under this plan, 5,856 shares were available for issuance at June 30, 2009.

The fair value of each purchase under the ESPP is estimated on the date of the beginning of the offering period using the Black-Scholes option pricing model. The following assumptions were utilized to determine the fair value of the Company’s ESPP shares:


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2009			2008			2009			2008
Risk-free interest rate		0.46	%		2.07	%		0.46	%		2.07	%
Expected life (years)		0.50			0.50			0.50			0.50
Expected volatility		87	%		40	%		87	%		40	%
Expected dividend yield		—			—			—			—

The weighted-average fair value of the rights to purchase shares under the ESPP for offering periods started in the six months ended June 30, 2009 and 2008 were $1.13 and $0.67, respectively. Cash proceeds for the issuance of shares under the ESPP were $3,250 and $3,643 in the six months ended June 30, 2009 and 2008, respectively.

The components of the Company’s stock-based compensation expense, net of amounts (capitalized in) liquidated from inventory, in the three and six months ended June 30, 2009 and 2008, are summarized below:


	Three Months Ended					Six Months Ended
	June 30,			June 30,		June 30,		June 30,
	2009			2008		2009		2008
				(in thousands)
Employee stock options	$	2,859		$	3,631	$	5,799	$	7,374
Employee stock purchase plan		585			447		1,427		894
Restricted stock units		3,129			2,251		4,326		4,446
Amounts (capitalized in) liquidated from inventory		(161	)		24		242		(54	)

	$	6,412		$	6,353	$	11,794	$	12,660

SFAS No. 123R requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow. The future realizability of tax benefits related to stock compensation is dependent upon the timing of employee exercises and future taxable income, among other factors. The Company did not realize any tax benefit from the stock-based compensation expense incurred in the three and six months ended June 30, 2009 and 2008, as the Company believes it is more likely than not that it will not realize the benefit from tax deductions related to equity compensation.

The following table summarizes the distribution of stock-based compensation expense related to employee stock options, restricted stock units and employee stock purchases under SFAS No. 123R in the three and six months ended June 30, 2009 and 2008, which was recorded as follows:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2009		2008		2009		2008
			(in thousands)
Cost of revenues	$	899	$	984	$	2,095	$	1,821
Research and development		2,795		2,766		5,457		5,510
Selling, general and administrative		2,718		2,603		4,242		5,329

Total stock-based compensation expense, before income taxes		6,412		6,353		11,794		12,660
Tax benefit		—		—		—		—

Total stock-based compensation expense, net of income taxes	$	6,412	$	6,353	$	11,794	$	12,660

The table above excluded stock-based compensation of $1,891 and $3,782 in the three and six months ended June 30, 2009, respectively, and $1,890 and $2,520 in the three and six months ended June 30, 2008, respectively, for former Quantum executives related to the acquisition, which are classified within acquisition-related charges in the condensed consolidated statements of operations.

There was no non-employee stock-based compensation expense in the six months ended June 30, 2009 and 2008.

As of June 30, 2009, total unearned compensation expense related to nonvested stock options was approximately $23,434, excluding forfeitures, and is expected to be recognized over a weighted-average period of 1.35 years.

Note 7 ACCUMULATED OTHER COMPREHENSIVE INCOME

Comprehensive income is defined as a change in equity of a company during a period, from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. The primary difference between net income and comprehensive income for Atmel arises from foreign currency translation adjustments, actuarial gains (losses) related to defined benefit pension plans and net unrealized gains (losses) on investments.

The components of accumulated other comprehensive income at June 30, 2009 and December 31, 2008, net of tax, are as follows:


	June 30,			December 31,
	2009			2008
	(in thousands)
Foreign currency translation	$	122,758	(1)	$	110,108
Actuarial gains related to defined benefit pension plans		3,283			2,284
Net unrealized gains on investments		1,936			1,607

Total accumulated other comprehensive income	$	127,977		$	113,999


(1)		This amount includes $98,622 related to assets and liabilities held-for-sale. See Note 12.

The components of comprehensive income (loss) in the three and six months ended June 30, 2009 and 2008 are as follows:


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2009			2008			2009			2008
				(in thousands)
Net (loss) income	$	(12,407	)	$	(4,907	)	$	(8,781	)	$	1,881

Other comprehensive income (loss):
Foreign currency translation adjustments		26,588			(1,925	)		12,650			35,409
Actuarial gains related to defined benefit pension plans		122			756			999			519
Unrealized gains on investments		88			(1,028	)		329			(2,034	)

Other comprehensive income (loss)		26,798			(2,197	)		13,978			33,894

Total comprehensive income (loss)	$	14,391		$	(7,104	)	$	5,197		$	35,775

Note 8 COMMITMENTS AND CONTINGENCIES

Commitments

Indemnifications

As is customary in the Company’s industry, as provided for in local law in the United States and other jurisdictions, the Company’s standard contracts provide remedies to its customers, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of the Company’s products. From time to time, the Company will indemnify customers against combinations of loss, expense, or liability arising from various trigger events related to the sale and the use of the Company’s products and services, usually up to a specified maximum amount. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws permit the indemnification of the Company’s agents. In the Company’s experience, claims made under such indemnifications are rare and the associated estimated fair value of the liability is not material.

Subject to certain limitations, the Company is obligated to indemnify its current and former directors, officers and employees in connection with the investigation of the Company’s historical stock option practices and related government inquiries and litigation. These obligations arise under the terms of the Company’s certificate of incorporation, its bylaws, applicable contracts, and Delaware and California law. The obligation to indemnify in connection with the historical stock option matters generally means that the Company is required to pay or reimburse the individuals’ reasonable legal expenses incurred in defense of these matters. The Company is currently paying or reimbursing legal expenses being incurred in connection with these matters by a number of its current and former directors, officers and employees.

Subject to certain limitations, the Company also is obligated to indemnify its current directors in connection with the Microchip offer shareholder litigation. These obligations arise under the terms of the Company’s certificate of incorporation, its bylaws, applicable contracts, and Delaware and California law. The obligation to indemnify generally means that the Company is required to pay or reimburse the directors’ reasonable legal expenses and possibly other liabilities that could be incurred in connection with this litigation. The Company is currently paying the legal expenses being incurred in connection with this litigation by its directors.

Purchase Commitments

At June 30, 2009, the Company had outstanding capital purchase commitments of $2,161. The Company also has a wafer purchase commitment with Tejas Silicon Holding Limited of approximately $92,082.

Contingencies

Litigation

The Company is party to various legal proceedings. While management currently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the results of operations, cash flows and financial position of Atmel. The estimate of the potential impact on the Company’s financial position or overall results of operations or cash flows for the legal proceedings described below could change in the future. The Company has accrued for losses related to litigation that the Company considers probable and for which the loss can be reasonably estimated.

From July through September 2006, six stockholder derivative lawsuits were filed (three in the U.S. District Court for the Northern District of California and three in Santa Clara County Superior Court) by persons claiming to be Company stockholders and purporting to act on Atmel’s behalf, naming Atmel as a nominal defendant and some of its current and former officers and directors as defendants. The suits contain various causes of action relating to the timing of stock option grants awarded by Atmel. The federal cases were consolidated and an amended complaint was filed on November 3, 2006. On defendants’ motions, this consolidated amended complaint was dismissed with leave to amend, and a second consolidated amended complaint was filed in August 2007. Atmel and the individual defendants moved to dismiss the second consolidated amended complaint on various grounds. On February 20, 2008, a seventh stockholder derivative lawsuit was filed in the U.S. District Court for the Northern District of California, which alleged the same causes of action that were alleged in the second consolidated amended complaint. This seventh suit was consolidated with the already-pending consolidated federal action. In June 2008, the federal district court denied the Company’s motion to dismiss for failure to make a demand on the board, and granted in part and denied in part motions to dismiss filed by the individual defendants. Discovery in the case is ongoing, but no trial date has been set. The California state court derivative cases, which also have been consolidated, were stayed in June 2007. Lastly, on February 27, 2009, a verified shareholder derivative complaint was filed in Delaware Chancery Court that addresses the timing of stock option grants awarded by the Company. On July 30, 2009, the defendants filed a motion to dismiss or stay the action.

In January 2007, Quantum World Corporation (“Quantum World”) filed a patent infringement suit in the United States District Court for the Eastern District of Texas naming Atmel as a co-defendant, along with Lenovo (United States) Inc. (“Lenovo”), Lenovo Group Limited, Winbond Electronics Corporation and Winbond Electronics Corporation America (collectively “Winbond”), National Semiconductor, and IBM Corporation (“IBM”). In December 2008, Quantum World settled with Atmel and IBM, and the claims against the Company were dismissed with prejudice on January 15, 2009. On May 19, 2009—after Lenovo and Quantum World had resolved their remaining dispute—Lenovo and the Company settled indemnification and warranty claims Lenovo had tried unsuccessfully to assert in the underlying Quantum World litigation. The settlement amount was not material.

On September 28, 2007, Matheson Tri-Gas (“MTG”) filed suit in Texas state court in Dallas County against the Company. Plaintiff alleges claims for: (1) breach of contract for the Company’s alleged failure to pay minimum payments under a purchase requirements contract; (2) breach of contract under a product supply agreement; and (3) breach of contract for failure to execute a process gas agreement. MTG seeks unspecified damages, pre- and post-judgment interest, attorneys’ fees and costs. In late November 2007, the Company filed its answer denying liability. In July 2008, the Company filed an amended answer, counterclaim and cross claim seeking among other things a declaratory judgment that a termination agreement cut off any claim by MTG for additional payments. In an Order entered on June 26, 2009, the Court granted the Company’s motion for partial summary judgment dismissing MTG’s breach of contract claims relating to the requirements contract and the product supply agreement. Although a trial of the remaining claims is scheduled to begin on September 8, 2009, the parties currently are negotiating the terms of a dismissal of those claims and a conclusion of proceedings in the trial court. The Company anticipates that MTG will appeal any final judgment the trial court enters. The Company intends to vigorously defend any such appeal.

filed, that complaint had only one cause of action, for breach of fiduciary duty, and asked the court to declare that the directors breached their fiduciary duty by refusing to consider the Microchip/ON offer in good faith, to invalidate any defensive measures that had been taken, and to award an unspecified amount of compensatory damages. Plaintiff filed an Amended Complaint on June 2, 2009 (adding a declaratory judgment claim to its Unocal claim). A trial is scheduled to commence on December 14, 2009. In addition, in mid-November 2008, a fourth case arising out of the Microchip/ON proposal, Zucker v. Laub, was filed in California in the Superior Court of Santa Clara County. Zucker has been stayed in favor of the Delaware actions. The Company intends to vigorously defend all of these actions.

On October 9, 2008, the Air Pollution Control Division (“APCD”) of the State of Colorado Department of Public Health and Environment issued a Compliance Advisory notice to the Company’s Colorado Springs facility for purported violations of the law and non-compliance with the Company’s Colorado Construction Permit Number 91EP793-1 Initial Approval Modification 3 (“Permit”). The Compliance Advisory notice also claims that the Company failed to meet other regulatory requirements. The APCD is seeking administrative penalties and compliance by the Company with applicable laws, regulations and Permit terms. The Company is cooperating with the government to resolve this matter.

On June 3, 2009, the Company filed an action in Santa Clara County Superior Court against three of its now-terminated Asia-based distributors, NEL Group Ltd. (“NEL”), Nucleus Electronics (Hong Kong) Ltd. (“NEHK”) and TLG Electronics Ltd. (“TLG”). The Company seeks, among other things, to recover $8.5 million owed it, plus applicable interest and attorneys fees. On June 9, 2009, NEHK separately sued Atmel in Santa Clara County Superior Court, alleging that Atmel’s suspension of shipments to NEHK on September 23, 2008—one day after TLG appeared on the Department of Commerce, Bureau of Industry and Security’s Entity List—breached the parties’ International Distributor Agreement. NEHK also alleges that Atmel libeled it, intentionally interfered with contractual relations and/or prospective business advantage, and violated California Business and Professions Code Sections 17200 et seq. and 17500 et seq. NEHK alleges damages exceeding $10 million. Both matters now have been consolidated. On July 29, 2009, NEL filed a cross-complaint against Atmel that alleges claims virtually identical to those NEHK has alleged, and seeks unspecified damages. The Company intends to prosecute its claims and defend the NEHK/NEL claims vigorously.

On July 16, 2009, James M. Ross, the Company’s former General Counsel, filed a lawsuit in Santa Clara County Superior Court challenging his termination, and certain actions the Company took thereafter. The Complaint contains 12 causes of action, including: (1) several claims arising out of the Company’s treatment of his post-termination attempt to exercise stock options; (2) breach of a purported oral contract to pay a bonus upon the sale of the Company’s Grenoble division; (3) defamation; (4) breach of an oral and/or implied employment contract; and (5) violations of the California Labor Code. The Company intends to vigorously defend this action.

On July 17, 2009, Mr. Ross filed a second lawsuit in Delaware Chancery Court seeking to enforce certain rights granted him under an indemnification agreement with the Company. In particular, Mr. Ross seeks reimbursement for fees and expenses already incurred, and a declaration that he is contractually entitled to advancement of expenses and indemnification in connection with the various lawsuits described above relating to the Company’s historical stock option granting practices. He also seeks advancement of fees and indemnification in connection with the indemnification action itself. The Company intends to vigorously defend this action.

On July 24, 2009, 56 former employees of Atmel’s Nantes facility filed claims in the First Instance labour court, Nantes, France against the Company and MHS Electronics claiming that (1) the Company’s sale of the Nantes facility to MHS (XbyBus SAS) in 2005 did not result in the transfer of their labor agreements to MHS, and (2) these employees should still be considered Atmel employees, with the right to claim related benefits from Atmel. Alternatively, each employee seeks damages of at least 45,000 Euros and court costs. The court set the first hearing date on October 6, 2009. These claims are similar to those filed in the First Instance labour court in October 2006 by 47 other former employees of Atmel’s Nantes facility (MHS was not named a defendant in the earlier claims). On July 24, 2008, the judge hearing the earlier claims issued an oral ruling in favor of the Company, finding that there was no jurisdiction for those claims by certain “protected employees,” and denying the claims as to all other employees. Forty of those earlier plaintiffs appealed, and a hearing is scheduled in November 2009. The Company intends to defend all these claims vigorously.

From time to time, the Company may be notified of claims that it may be infringing patents issued to other parties and may subsequently engage in license negotiations regarding these claims. As well, from time to time, the Company is notified by customers of claims relating to the quality of our products, including additional labor costs, costs for replacing defective parts, reimbursement to customers for damages incurred in correcting their defective products, costs for product recalls or other damages. The Company accrues for losses relating to such claims that the Company considers probable and for which the loss can be reasonably estimated.

Other Contingencies

In October 2008, officials of the European Union Commission (the “Commission”) conducted an inspection at the offices of one of the Company’s French subsidiaries. The Company has been informed that the Commission was seeking evidence of potential violations by Atmel or its subsidiaries of the European Union’s competition laws in connection with the Commission’s investigation of suppliers of integrated circuits for smart cards. The Company is cooperating with the Commission’s investigation and has not

received any specific findings, monetary demand or judgment through the date of filing. The Company is not aware of any evidence identified as of the date of filing that would cause management to conclude that there has been a probable violation of the relevant articles of the EC Treaty or EEA Agreement resulting from the acts of any of the current or prior employees of the Company. As a result, the Company has not recorded any provision in its financial statements related to this matter.

For hardware, software or technology exported from the U.S. or otherwise subject to U.S. jurisdiction, the Company is subject to U.S. laws and regulations governing international trade and exports, including, but not limited to the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”) and trade sanctions against embargoed countries and destinations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”). Hardware, software or technology exported from other countries may also be subject to local laws and regulations governing international trade. Under these laws and regulations, the Company is responsible for obtaining all necessary licenses or other approvals, if required, for exports of hardware, software, technology, as well as the provision of technical assistance. The Company is also required to obtain export licenses, if required, prior to transferring technical data or software to foreign persons. In addition, the Company is required to obtain necessary export licenses prior to the export or re-export of hardware, software or technology (i) to any person, entity, organization or other party identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons List, or the Department of State’s Debarred List; or (ii) for use in nuclear, chemical/biological weapons, or rocket systems or unmanned air vehicle applications. A determination by the U.S. or local government that Atmel has failed to comply with one or more of these export control laws or trade sanctions, including failure to properly restrict an export to the persons, entities or countries set forth on the government restricted party lists, could result in civil or criminal penalties, including the imposition of significant fines, denial of export privileges, loss of revenues from certain customers, and debarment from participation in U.S. government contracts. Further, a change in these laws and regulations could restrict our ability to export to previously permitted countries, customers, distributors, or other third parties. Any one or more of these sanctions or a change in law or regulations could have a material adverse effect on the Company’s business, financial condition and results of operations.

Income Tax Contingencies

In 2005, the Internal Revenue Service (“IRS”) completed its audit of the Company’s U.S. income tax returns for the years 2000 and 2001 and has proposed various adjustments to these income tax returns, including carry back adjustments to 1996 and 1999. In

January 2007, after subsequent discussions with the Company, the IRS revised its proposed adjustments for these years. The Company has protested these proposed adjustments and is currently addressing the matter with the IRS Appeals Division.

In May 2007, the IRS completed its audit of the Company’s U.S. income tax returns in the years 2002 and 2003 and has proposed various adjustments to these income tax returns. The Company has protested all of these proposed adjustments and is currently addressing the matter with the IRS Appeals Division.

The French Tax Authorities have completed their examination of the income tax returns for the Company’s subsidiary in Rousset, France for the tax years 2001 through 2005. During the three months ended June 30, 2009, the Company effectively settled the audit with the French Tax Authorities that resulted in the utilization and release of tax reserves and an adjustment to deferred tax asset balances. See Note 9 for further discussion of the settlement of the audit.

In addition, the Company has tax audits in progress in various foreign jurisdictions.

While the Company believes that the resolution of these audits will not have a material adverse impact on the Company’s results of operations, cash flows or financial position, the outcome is subject to significant uncertainties. The Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. To the extent the final tax liabilities are different than the amounts originally accrued, the increases or decreases are recorded as income tax expense or benefit in the condensed consolidated statements of operations. Income taxes and related interest and penalties due for potential adjustments may result from the resolution of these examinations, and examinations of open U.S. federal, state and foreign tax years.

The Company’s income tax calculations are based on application of the respective U.S. Federal, state or foreign tax law. The Company’s tax filings, however, are subject to audit by the respective tax authorities. Accordingly, the Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due.

Product Warranties

The Company accrues for warranty costs based on historical trends of product failure rates and the expected material and labor costs to provide warranty services. The majority of products are generally covered by a warranty typically ranging from 90 days to two years.

The following table summarizes the activity related to the product warranty liability in the three and six months ended June 30, 2009 and 2008:


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2009			2008			2009			2008
				*(in thousands)*
Balance at beginning of period	$	5,229		$	6,521		$	5,579		$	6,789
Accrual for warranties during the period, net of change in estimates		576			1,927			1,419			3,408
Actual costs incurred		(1,069	)		(1,644	)		(2,262	)		(3,393	)

Balance at end of period	$	4,736		$	6,804		$	4,736		$	6,804

Product warranty liability is included in accrued and other liabilities on the condensed consolidated balance sheets.

Guarantees

During the ordinary course of business, the Company provides standby letters of credit or other guarantee instruments to certain parties as required for certain transactions initiated by either the Company or its subsidiaries. As of June 30, 2009, the maximum potential amount of future payments that the Company could be required to make under these guarantee agreements is approximately $2,050. The Company has not recorded any liability in connection with these guarantee arrangements. Based on historical experience and information currently available, the Company believes it will not be required to make any payments under these guarantee arrangements.

Note 9 INCOME TAXES

In the three and six months ended June 30, 2009, the Company recorded an income tax benefit of $9,737 and $37,430, respectively, compared to an income tax provision of $4,296 and $7,494 in the three and six months ended June 30, 2008, respectively. During the quarter ended March 31, 2009, the Company recognized a tax benefit of $26,489 primarily attributable to recognition of certain current and prior foreign R&D credits.

In the three months ended June 30, 2009, the Company recorded an out-of-period adjustment of $1,089 to reverse a tax liability related to alternative minimum tax that was incorrectly recorded during 2008. Management has assessed the impact of this adjustment and does not believe the amount is material, either individually or in the aggregate, to any of the prior periods’ financial statements, and the impact of correcting this error in the three and six months ended June 30, 2009 is not expected to be material to the full year 2009 financial statements.

The provision for income taxes for these periods was determined using the annual effective tax rate method by excluding the entities that are not expected to realize tax benefit from their operating losses. As a result, excluding the impact of discrete tax events during the quarter, the provision for income taxes was at a higher consolidated effective rate than would have resulted if all entities were profitable or if losses produced tax benefits.

As a result of the effective settlement of certain foreign tax audits during the quarter ended June 30, 2009, the Company was able to release reserves and accrued interest, netted against certain additional exposures related to the foreign audits, of $7,863. Additionally, during the current quarter, as a result of the settlement, the Company remeasured its Deferred Tax Assets to record an adjustment of $51,100. This adjustment decreased foreign net operating loss carry-forwards with a corresponding adjustment to the valuation allowance. This change had no impact on the condensed consolidated balance sheets or statements of operations.

In 2005, the Internal Revenue Service (“IRS”) proposed adjustments to the Company’s U.S. income tax returns for the years 2000 and 2001. In January 2007, after subsequent discussions with the Company, the IRS revised the proposed adjustments for these years. The Company has protested these proposed adjustments and is currently pursuing administrative review with the IRS Appeals Division. In May 2007, the IRS proposed adjustments to the Company’s U.S. income tax returns for the years 2002 and 2003. The Company filed a protest to these proposed adjustments and is pursuing administrative review with the IRS Appeals Division.

In addition, the Company has tax audits in progress in other foreign jurisdictions. The Company has accrued taxes and related interest and penalties that may be due upon the ultimate resolution of these examinations and for other matters relating to open U.S. Federal, state and foreign tax years in accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”).

While the Company believes that the resolution of these audits will not have a material adverse impact on the Company’s results of operations, cash flows or financial position, the outcome is subject to uncertainty. The Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. To the extent the final tax liabilities are different than the amounts originally accrued, the increases or decreases are recorded as income tax expense of benefit in the condensed consolidated statements of operations. Income taxes and related interest and penalties due for potential adjustments may result from the resolution of these examinations, and examinations of open U.S. federal, state and foreign jurisdictions. Should the Company be unable to reach agreement with the federal or foreign tax authorities on the various proposed adjustments, there exists the possibility of an adverse material impact on the Company’s results of operations, cash flows and financial position.

On January 1, 2007, the Company adopted FIN 48. Under FIN 48, the impact of an uncertain income tax position on income tax expense must be recognized at the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. At June 30, 2009 and December 31, 2008, the Company had $171,403 and $214,857 of unrecognized tax benefits, respectively. The decrease in unrecognized tax benefits in the six months ended June 30, 2009 of $43,454 primarily related to the recognition of certain R&D tax credits and the release of tax reserves related to the settlement of certain foreign tax audits.

Included within long-term liabilities at June 30, 2009 and December 31, 2008 were income taxes payable totaling $105,981 and $104,996, respectively.

Additionally, the Company believes that it is reasonably possible that the IRS audit may be resolved within the next twelve months. However, because of the continuing uncertainty regarding the resolution of the various issues under audit, the Company is not able to accurately estimate a possible range of the change to the reserve for the uncertain tax positions.

Note 10 PENSION PLANS

The Company sponsors defined benefit pension plans that cover substantially all French and German employees. Plan benefits are provided in accordance with local statutory requirements. Benefits are based on years of service and employee compensation levels. The plans are unfunded. Pension liabilities and charges to expense are based upon various assumptions, updated quarterly, including discount rates, future salary increases, employee turnover, and mortality rates.

Retirement plans consist of two types of plans. The first plan type provides for termination benefits paid to employees only at retirement, and consists of approximately one to five months of salary. This structure covers the Company’s French employees. The second plan type provides for defined benefit payouts for the remaining employee’s post-retirement life, and covers the Company’s German employees.

The aggregate net pension expense relating to the two plan types are as follows:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2009		2008		2009		2008
			*(in thousands)*
Service costs during the period	$	492	$	525	$	986	$	1,073
Interest costs on projected benefit obligation		446		759		884		1,495
Amortization of actuarial loss		8		41		5		99

Net pension expense	$	946	$	1,325	$	1,875	$	2,667

Interest costs on projected benefit obligation decreased to $446 and $884 in the three and six months ended June 30, 2009, respectively, from $759 and $1,495 in the three and six months ended June 30, 2008, respectively, primarily due to the transfer of pension liability in the latter half of 2008 as a result of the Company’s sale of its manufacturing operations in Heilbronn, Germany.

The Company made $25 and $460 in benefit payments in the six months ended June 30, 2009 and 2008, respectively. The Company estimates that benefit payments will total $765 in 2009.

The Company’s pension liability represents the present value of estimated future benefits to be paid. With respect to the Company’s unfunded plans in Europe, in the six months ended June 30, 2009, a decrease in inflation rate assumptions used to calculate the present value of the pension obligation resulted in an decrease in the pension liability of $1,307. This decrease in liability was offset in part by an increase in discount rate. This resulted in an increase of $999, net of tax, which was credited to accumulated other comprehensive income in stockholders’ equity on the condensed consolidated balance sheet at June 30, 2009, in accordance with SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.”

Note 11 OPERATING AND GEOGRAPHICAL SEGMENTS

The Company designs, develops, manufactures and sells a wide range of semiconductor integrated circuit products. The segments represent management’s view of the Company’s businesses and how it allocates Company resources and measures performance of its major components. In addition, each segment consists of product families with similar requirements for design, development and marketing. Each segment requires different design, development and marketing resources to produce and sell semiconductor integrated circuits. Atmel’s four reportable segments are as follows:

•

Microcontrollers segment includes a variety of proprietary and standard microcontrollers, the majority of which contain embedded nonvolatile memory and integrated analog peripherals. This segment also includes products with military and aerospace applications. In the year ended December 31, 2008, the Company acquired Quantum. Results from the acquired operations are considered complementary to sales of microcontroller products and are included in this segment.

•

Nonvolatile Memories segment consists predominantly of serial interface electrically erasable programmable read-only memory (“SEEPROM”) and serial interface Flash memory products. This segment also includes parallel interface Flash memories as well as mature parallel interface electrically erasable programmable read-only memory (“EEPROM”) and erasable programmable ready-only memory (“EPROM”) devices. This segment also includes products with military and aerospace applications.

•

Radio Frequency (“RF”) and Automotive segment includes products designed for the automotive industry. This segment produces and sells wireless and wired devices for industrial, consumer and automotive applications and it also provides foundry services which produce radio frequency products for the mobile telecommunications market.

•

Application Specific Integrated Circuit (“ASIC”) segment includes custom application specific integrated circuits designed to meet specialized single-customer requirements for their high performance devices in a broad variety of specific applications. This segment also encompasses a range of products which provide security for digital data transaction, including smart cards for mobile phones, set top boxes, banking and national identity cards. The Company also develops application specific standard products (“ASSP”) for high reliability space applications, power management and secure crypto memory products.

The Company evaluates segment performance based on revenues and income or loss from operations excluding acquisition-related charges, charges for grant repayments, restructuring charges and gains on sale of assets. Interest and other expenses, net, nonrecurring gains and losses, foreign exchange gains and losses and income taxes are not measured by operating segment.

The Company’s wafer manufacturing facilities fabricate integrated circuits for segments as necessary and their operating costs are reflected in the segments’ cost of revenues on the basis of product costs. Segments are defined by the products they design and sell. They do not make sales to each other. The Company’s net revenues and segment (loss) income from operations for each reportable segment in the three and six months ended June 30, 2009 and 2008 are as follows:

Information about Reportable Segments


	Micro-			Nonvolatile			RF and
	Controllers			Memories			Automotive			ASIC			Total
				*(in thousands)*
Three months ended June 30, 2009
Net revenues from external customers	$	101,613		$	69,338		$	35,385		$	78,206		$	284,542
Segment loss from operations		(3,209	)		(985	)		(4,374	)		(2,676	)		(11,244	)
Three months ended June 30, 2008
Net revenues from external customers	$	142,709		$	87,695		$	69,990		$	120,514		$	420,908
Segment income (loss) from operations		12,754			9,530			(106	)		(5,443	)		16,735

Six months ended June 30, 2009
Net revenues from external customers	$	198,660		$	133,165		$	67,972		$	156,238		$	556,035
Segment (loss) income from operations		(3,819	)		2,781			(4,904	)		(17,372	)		(23,314	)
Six months ended June 30, 2008
Net revenues from external customers	$	273,369		$	182,688		$	140,535		$	235,553		$	832,145
Segment income (loss) from operations		22,154			19,695			2,652			(11,651	)		32,850

The Company does not allocate assets by segment, as management does not use asset information to measure or evaluate a segment’s performance.

Reconciliation of Segment Information to Condensed Consolidated Statements of Operations


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2009			2008			2009			2008
				*(in thousands)*
Total segment (loss) income from operations	$	(11,244	)	$	16,735		$	(23,314	)	$	32,850
Unallocated amounts:
Acquisition-related charges		(3,642	)		(6,709	)		(9,141	)		(10,420	)
Charges for grant repayments		(249	)		(292	)		(1,014	)		(173	)
Restructuring charges		(2,470	)		(8,676	)		(4,822	)		(36,584	)
(Loss) gain on sale of assets		—			(810	)		164			29,948

Consolidated (loss) income from operations	$	(17,605	)	$	248		$	(38,127	)	$	15,621

Geographic sources of revenues were as follows:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2009		2008		2009		2008
			*(in thousands)*
United States	$	49,721	$	56,381	$	98,418	$	117,778
Germany		34,818		67,357		71,188		131,361
France		21,399		43,158		41,252		80,982
United Kingdom		2,574		5,485		5,126		10,635
Japan		9,423		19,404		17,507		43,956
China, including Hong Kong		78,387		95,008		149,157		181,598
Singapore		15,845		27,602		31,084		58,919
Rest of Asia-Pacific		39,560		59,673		75,187		115,047
Rest of Europe		28,878		41,206		58,876		79,979
Rest of the World		3,937		5,634		8,240		11,890

Total net revenues	$	284,542	$	420,908	$	556,035	$	832,145

Net revenues are attributed to countries based on delivery locations.

No single customer accounted for more than 10% of net revenues in the three and six months ended June 30, 2009 and 2008.

Locations of long-lived assets as of June 30, 2009 and December 31, 2008 were as follows:


	June 30,		December 31,
	2009		2008
	*(in thousands)*
United States	$	114,254	$	126,959
Germany		19,007		23,377
France		1,405		200,799
United Kingdom		6,750		6,978
Asia-Pacific		32,478		34,049
Rest of Europe		12,737		13,756

Total	$	186,631	$	405,918

Excluded from the table above are auction-rate securities of $2,266 and $8,795 as of June 30, 2009 and December 31, 2008, respectively, which are included in other assets on the condensed consolidated balance sheets. Also excluded from the table above as of June 30, 2009 and December 31, 2008 are goodwill of $57,456 and $51,010, respectively, intangible assets, net of $32,323 and $34,121, respectively, deferred income tax assets of $6,713 and $3,921, respectively, and assets held-for-sale of $193,564 and $0, respectively.

Note 12 ASSETS HELD FOR SALE AND GAIN ON SALE OF ASSETS

Under SFAS No. 144, the Company assesses the recoverability of long-lived assets with finite useful lives whenever events or changes in circumstances indicate that the Company may not be able to recover the asset’s carrying amount. The Company measures the amount of impairment of such long-lived assets by the amount by which the carrying value of the asset exceeds the fair market value of the asset, which is generally determined based on projected discounted future cash flows or appraised values. The Company classifies long-lived assets to be disposed of other than by sale as held and used until they are disposed, including assets not available for immediate sale in their present condition. The Company reports assets to be disposed of by sale as held for sale and recognizes those assets and liabilities on the condensed consolidated balance sheet at the lower of carrying amount or fair value, less cost to sell. Assets classified as held for sale are not depreciated.

ASIC Business Unit, Including Rousset Fabrication Facility

In the three months ended March 31, 2009, the Company announced its intention to pursue strategic alternatives for its ASIC business, and related manufacturing assets. As a result, the Company assessed the criteria within SFAS No. 144, and determined that the assets and liabilities of the disposal group, which comprised the ASIC business unit, including the fabrication facility in Rousset, France, should be classified as held for sale. The assets and liabilities held for sale are carried on the condensed consolidated balance sheet at June 30, 2009, at their carrying amount, which is less than their fair value, less cost to sell. The fair value of the disposal group was calculated based on various metrics including discounted cash flows and other comparable transactions. As management expects to sell the disposal group at an amount, net of cost to sell, that is greater than its carrying value, no impairment charge was recorded during the quarter. Given the current uncertainties in the global economy, there exists a possibility that the Company may ultimately sell the disposal group for less than it currently estimates and therefore may in the future record a charge for the reduction in value of the assets.

In determining the carrying value for the purposes of the SFAS No. 144 impairment assessment, the Company has included foreign currency translation adjustments recorded within stockholders’ equity, in accordance with Emerging Issue Task Force Issue No. 01-05, “Application of FAS 52, Foreign Currency Translation, to an Investment Being Evaluated for Impairment that Will Be Disposed Of.”

As a result of being classified as held for sale, the fixed assets within the disposal group are no longer being depreciated. The expected sale of the ASIC business unit, including the fabrication facility in Rousset, France, is not expected to qualify as discontinued operations as the Company expects to continue to have cash flows associated with supply agreements that the Company expects to enter into with the potential buyer of the disposal group.

The following table details the assets and liabilities within the disposal group, which are classified as held for sale in the condensed consolidated balance sheet as of June 30, 2009:


	*(in thousands)*
Current assets
Inventory	$	76,304
Prepaids and other current assets		16,258
Tax		33,742

Total current assets held for sale		126,304

Non-current assets
Fixed assets, net		191,147
Other assets		2,417

Total non-current assets held for sale		193,564

Total assets held for sale	$	319,868


Current Liabilities
Accounts payable	$	19,581
Payroll related		21,044
Deferred grant		5,502
Trade tax		8,442
Others		3,130

Total current liabilities held for sale		57,699
Pension liability		6,631
Deferred tax		1,184

Total non-current liabilities held for sale		7,815

Total liabilities held for sale	$	65,514

North Tyneside, United Kingdom

On October 8, 2007, the Company entered into definitive agreements to sell certain wafer fabrication equipment and land and buildings at North Tyneside to Taiwan Semiconductor Manufacturing Company (“TSMC”) and Highbridge Business Park Limited

(“Highbridge”) for a total of approximately $124,800. The Company recognized a loss of $810 and a gain of $29,948 for the sale of the equipment in the three and six months ended June 30, 2008. The Company vacated the facility in May 2008.

Note 13 RESTRUCTURING CHARGES

The following table summarizes the activity related to the accrual for restructuring charges detailed by event for the three and six months ended June 30, 2009 and 2008, respectively.


	January 1,							Currency			March 31,								Currency		June 30,
	2009							Translation			2009		Charges/						Translation		2009
	Accrual		Charges		Payments			Adjustment			Accrual		(Credits)			Payments			Adjustment		Accrual
								(in thousands)
Third quarter of 2002
Termination of contract with supplier	$	1,592	$	—	$	—		$	—		$	1,592	$	—		$	—		$	—	$	1,592	(2)
Fourth quarter of 2007
Other restructuring charges		218		32		(81	)		(2	)		167		104			(125	)		12		158
Second quarter of 2008
Employee termination costs		235		42		(220	)		(10	)		47		4			(34	)		3		20
Third quarter of 2008
Employee termination costs		17,575		226		(10,579	)		(1,028	)		6,194		(441	)		(3,971	)		125		1,907
Fouth quarter of 2008
Employee termination costs		3,438		567		(2,854	)		(10	)		1,141		59			(1,145	)		6		61
First quarter of 2009
Employee termination costs		—		1,485		(37	)		(11	)		1,437		(83	)		(520	)		205		1,039
Second quarter of 2009
Employee termination costs		—		—		—			—			—		2,827			(2,777	)		—		50

Total 2009 activity	$	23,058	$	2,352	$	(13,771	)	$	(1,061	)	$	10,578	$	2,470		$	(8,572	)	$	351	$	4,827	(1)


	January 1,							Currency		March 31,							Currency			June 30,
	2008							Translation		2008							Translation			2008
	Accrual		Charges		Payments			Adjustment		Accrual		Charges		Payments			Adjustment			Accrual
								(in thousands)
Third quarter of 2002
Termination of contract with supplier	$	1,592	$	—	$	—		$	—	$	1,592	$	—	$	—		$	—		$	1,592	(2)
Fourth quarter of 2006
Employee termination costs		1,324		17		(767	)		78		652		14		(131	)		(1	)		534
Fouth quarter of 2007
Employee termination costs		12,759		1,106		(7,527	)		559		6,897		325		(7,222	)		—			—
Termination of contract with supplier		—		11,636		(493	)		780		11,923		570		(10,475	)		33			2,051
Other exit related costs		—		15,149		(5,766	)		892		10,275		4,974		(14,546	)		13			716
Second quarter of 2008
Employee termination costs		—		—		—			—		—		2,793		(591	)		4			2,206

Total 2008 activity	$	15,675	$	27,908	$	(14,553	)	$	2,309	$	31,339	$	8,676	$	(32,965	)	$	49		$	7,099


(1)		Accrued restructuring charges are classified within accrued and other liabilities on the condensed consolidated balance sheets and are expected to be paid prior to June 30, 2010.

(2)		Relates to a contractual obligation, which is currently subject to litigation.

2009 Restructuring Charges

In the three and six months ended June 30, 2009, the Company continued to implement the restructuring initiatives announced in 2008 that are discussed below and incurred restructuring charges of $2,470 and $4,822, respectively. The charges relating to this initiative consist of the following:

•

Net charges of $2,366 and $4,686 in the three and six months ended June 30, 2009, respectively, related to severance costs resulting from involuntary termination of employees. Employee severance costs were recorded in accordance with SFAS No. 146, “Accounting for Costs Associated with exit or Disposal Activities” (SFAS No. 146”).

•

Charges of $104 and $136 in the three and six months ended June 30, 2009, respectively, related to facility closure costs.

2008 Restructuring Charges

In the three and six months ended June 30, 2008, the Company incurred restructuring charges of $8,676 and $36,584, respectively, for restructuring programs initiated prior to January 1, 2008 and initiated in the second quarter of 2008.

In the three and six months ended June 30, 2008, the Company continued to implement the restructuring initiatives announced in 2006 and 2007 and incurred restructuring charges of $5,883 and $33,791, respectively, related to these earlier initiatives

The Company incurred restructuring charges related to the signing of definitive agreements in October 2007 to sell certain wafer fabrication equipment and real property at North Tyneside to TSMC and Highbridge. As a result of this action, this facility was closed and all of the employees of the facility were terminated in the three months ended June 30, 2008. During the three and six months ended June 30, 2008, the Company recorded the following restructuring charges:

•

Charges of $339 and $1,462 in the three and six months ended June 30, 2008, respectively, related to severance costs resulting from involuntary termination of employees. Employee severance costs were recorded in accordance with SFAS No. 146.

•

Charges of $4,974 and $20,123 in the three and six months ended June 30, 2008, respectively, related to equipment removal and facility closure costs. After production activity ceased, the Company utilized employees as well as outside services to disconnect fabrication equipment, fulfill equipment performance testing requirements of the buyer, and perform facility decontamination and other facility closure-related activity. Included in these costs are labor costs, facility related costs, outside service provider costs, and legal and other fees. Equipment removal, building decontamination and closure related cost activities were completed as of June 30, 2008.

•

Charges of $570 and $12,206 in the three and six months ended June 30, 2008, respectively, related to contract termination charges, primarily associated with a long term gas supply contract for nitrogen gas utilized in semiconductor manufacturing. The Company is required to pay an early termination penalty including de-installation and removal costs. Other contract termination costs relate to semiconductor equipment support services with minimum payment clauses extending beyond the current period.

In the three months ended June 30, 2008, the Company implemented cost reduction measures, primarily targeting manufacturing and research and development labor costs. The Company recorded $2,793, consisting of the following:

•

Charges of $2,571 in the three months ended June 30, 2008 related to severance costs for involuntary termination of employees. These employee severance costs were recorded in accordance with SFAS No. 146.

•

Charges of $222 in the three months ended June 30, 2008 related to one-time minimum statutory termination benefits recorded in accordance with SFAS 112, “Employers’ Accounting for Post Employment Benefits.”

Note 14 NET (LOSS) INCOME PER SHARE

Basic net (loss) income per share is calculated by using the weighted-average number of common shares outstanding during that period. Diluted net (loss) income per share is calculated giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental common shares issuable upon exercise of stock options, upon vesting of restricted stock units and contingent issuable shares for all periods. No dilutive potential common shares were included in the computation of any diluted per share amount when a loss from continuing operations was reported by the Company. Income or loss from operations is the “control number” in determining whether potential common shares are dilutive or anti-dilutive.

A reconciliation of the numerator and denominator of basic and diluted net (loss) income per share is provided as follows:


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2009			2008			2009			2008
	(in thousands, except per share data)
Net (loss) income	$	(12,407	)	$	(4,907	)	$	(8,781	)	$	1,881


Weighted-average shares — basic		450,891			445,793			450,291			445,225
Incremental share equivalents related to employee stock options and restricted stock untis outstanding		—			—			—			5,112

Weighted-average shares — diluted		450,891			445,793			450,291			450,337


Net (loss) income per share:
Basic
Net (loss) income per share — basic	$	(0.03	)	$	(0.01	)	$	(0.02	)	$	0.00

Diluted
Net (loss) income per share — diluted	$	(0.03	)	$	(0.01	)	$	(0.02	)	$	0.00

The following table summarizes securities which were not included in the “Weighted-average shares — diluted” used for calculation of diluted net income per share, as their effect would have been anti-dilutive:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2009		2008		2009		2008
	(in thousands)
Employee stock options and restricted stock units outstanding		53,557		38,072		54,394		37,870
Incremental share equivalents related to employee stock options and restricted stock units outstanding		—		—		—		(5,112	)

Incremental shares and share equivalents excluded from per share calculation		53,557		38,072		54,394		32,758

Note 15 INTEREST AND OTHER EXPENSE, NET

Interest and other expense, net, are summarized in the following table:


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2009			2008			2009			2008
				(in thousands)
Interest and other income	$	351		$	4,145		$	781		$	6,552
Interest expense		(1,759	)		(2,898	)		(3,545	)		(6,923	)
Foreign exchange transaction losses		(3,131	)		(2,106	)		(5,320	)		(5,875	)

Total	$	(4,539	)	$	(859	)	$	(8,084	)	$	(6,246	)

Note 16 FAIR VALUES OF ASSETS AND LIABILITIES

On January 1, 2008, the Company adopted Statement of Financial Accounting Standards 157, “Fair Value Measurements,” (SFAS No. 157). The standard defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).” The standard establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value measurements. SFAS No. 157, among other things, requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair Value Hierarchy

SFAS No. 157 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

•

Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

•

Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

•

Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flows models and similar techniques.

The table below presents the balances of marketable securities measured at fair value on a recurring basis at December 31, 2008:


	December 31, 2008
	Total		Level 1		Level 2		Level 3
	*(in thousands)*
*Assets*
Corporate equity securities	$	165	$	165	$	—	$	—
Auction-rate securities		8,795		—		—		8,795
Corporate debt securities and other obligations		35,618		—		35,618		—

Total	$	44,578	$	165	$	35,618	$	8,795

The table below presents the balances of marketable securities measured at fair value on a recurring basis at June 30, 2009:


	June 30, 2009
	Total		Level 1		Level 2		Level 3
			*(in thousands)*
*Assets*
Corporate equity securities	$	142	$	142	$	—	$	—
Auction-rate securities		5,491		—		—		5,491
Corporate debt securities and other obligations		35,102		—		35,102		—

Total	$	40,735	$	142	$	35,102	$	5,491

The Company’s investments, with the exception of auction-rate securities, are classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The types of instruments valued based on quoted market prices in active markets include most U.S. government and agency securities, sovereign government obligations, and money market securities. Such instruments are generally classified within Level 1 of the fair value hierarchy. The Company’s money market securities of $105,482 as of June 30, 2009 are classified as Level 1 as cash and cash equivalents on the condensed consolidated balance sheet. The types of instruments valued based on other observable inputs include corporate debt securities and other obligations. Such instruments are generally classified within Level 2 of the fair value hierarchy.

Auction-rate securities are classified within Level 3 as significant assumptions are not observable in the market. There were no transfers in or out of Level 3 in the three and six months ended June 30, 2009. The total amount of assets measured using Level 3 valuation methodologies represented less than 1% of total assets as of June 30, 2009.

In October 2008, the Company accepted an offer from UBS Financial Services Inc. (“UBS”) to purchase the Company’s eligible auction-rate securities of $3,225 (book value) at par value at any time during a two-year time period from June 30, 2010 to July 2, 2012. As a result of this offer, the Company expects to sell the securities to UBS at par value on June 30, 2010. These auction-rate securities are classified as Level 3. The Company elected to measure the Put Option under the fair value option of SFAS No. 159 and recorded a corresponding short-term investment as of June 30, 2009, which is included within the auction-rate securities balance for presentation purposes. As a result of accepting the offer, the Company reclassified these auction-rate securities from available-for-sale to trading securities.

A summary of the changes in Level 3 assets measured at fair value on a recurring basis is as follows:


						Balance at				Sales and
	Balance at		Sales and Other			March 31,		Total Unrealized		Other			Balance at
	January 1, 2009		Settlements			2009		Gains		Settlements			June 30, 2009
	*(in thousands)*
Auction-rate securities	$	8,795	$	(2,475	)	$	6,320	$	46	$	(875	)	$	5,491


Total	$	8,795	$	(2,475	)	$	6,320	$	46	$	(875	)	$	5,491

Note 17 SUBSEQUENT EVENT

The Company adopted SFAS No. 165 effective April 1, 2009. The Company evaluated subsequent events arising after June 30, 2009 through the date of filing of this Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

On August 3, 2009, the Company commenced an exchange offer whereby eligible employees are given the opportunity to exchange some or all of their outstanding stock options with an exercise price greater than $4.69 per share (which is equal to 52-week high of the Company’s per share stock price as of the start of the offer) that were granted on or before August 3, 2008, whether vested or unvested, for restricted stock units or, for certain employees, a combination of restricted stock units and stock options. Depending on their respective job grade level, the employees may receive either all restricted stock units or a combination of restricted stock units and stock options and the exchange ratio is based on the per share exercise price of the eligible stock options. The exchange offer is expected to be completed on August 28, 2009.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with the Condensed Consolidated Financial Statements and related Notes thereto contained elsewhere in this Report. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Report and in our other reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2008.

FORWARD LOOKING STATEMENTS

You should read the following discussion of our financial condition and results of operations in conjunction with our Condensed Consolidated Financial Statements and the related “Notes to Condensed Consolidated Financial Statements” included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, particularly statements regarding our outlook for fiscal 2009, our gross margins, anticipated revenues by geographic area, operating expenses and liquidity including the anticipated sale of auction rate securities to UBS Financial Services, Inc., factory utilization, the effect of our strategic transactions, restructuring and other strategic efforts and our expectations regarding the effects of exchange rates and efforts to manage exposure to exchange rate fluctuation. Our actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, risks and uncertainties, including the risk factors set forth in this discussion, and in Item 1A — Risk Factors, and elsewhere in this Form 10-Q and similar discussions in our other filings with the SEC, including our Annual Report on Form 10-K. Generally, the words “may,” “will,” “could,” “would,” “anticipate,” “expect,” “intend,” “believe,” “seek,” “estimate,” “plan,” “view,” “continue,” the plural of such terms, the negatives of such terms, or other comparable terminology and similar expressions identify forward-looking statements. The information included in this Form 10-Q is provided as of the filing date with the SEC and future events or

circumstances could differ significantly from the forward-looking statements included herein. Accordingly, we caution readers not to place undue reliance on such statements. Atmel undertakes no obligation to update any forward-looking statements in this Form 10-Q.

OVERVIEW

We are a leading designer, developer and manufacturer of a wide range of semiconductor products and intellectual property (IP) products. Our diversified product portfolio includes our proprietary AVR microcontrollers, security and smart card integrated circuits, and a diverse range of advanced logic, mixed-signal, nonvolatile memory and radio frequency devices. Leveraging our broad IP portfolio, we are able to provide our customers with complete system solutions. Our solutions target a wide range of applications in the industrial, consumer electronics, automotive, wireless, communications, computing, storage, security, military and aerospace markets, and are used in products such as mobile handsets, automotive electronics, global positioning systems (GPS) and batteries. We design, develop, manufacture and sell our products.

We develop process technologies to ensure our products provide the maximum possible performance. In the six months ended June 30, 2009, we manufactured approximately 89% of our products in our own wafer fabrication facilities.

Our operating segments consist of the following: (1) microcontroller products (Microcontroller); (2) nonvolatile memory products (Nonvolatile Memory); (3) radio frequency and automotive products (RF and Automotive); and (4) application specific integrated circuits (ASICs).

Net revenues decreased to $285 million in the three months ended June 30, 2009 from $421 million in the three months ended June 30, 2008. Net revenues decreased to $556 million in the six months ended June 30, 2009 from $832 million in the six months ended June 30, 2008. Net revenues in the three and six months ended June 30, 2009 were negatively impacted by reduced demand resulting from the global economic weakness experienced in all electronic markets since the fourth quarter of 2008. In addition, reduced inventory levels held by distributors also resulted in reduced shipments levels compared to prior periods. All of our business units experienced reduced demand and resulting net revenues in the three and six months ended June 30, 2009, compared to the three and six months ended June 30, 2008, with net revenues declining 32% and 33%, respectively.

Gross margin declined to 32.3% in the three months ended June 30, 2009, compared to 36.5% in the three months ended June 30, 2008. Gross margin declined to 33.7% in the six months ended June 30, 2009, compared to 36.0% in the six months ended June 30, 2008. Gross margin in the three and six months ended June 30, 2009 was negatively impacted by factory under utilization costs due to reduced factory loading as well as inventory write-downs. Charges related to these items reduced gross margins by approximately $8 million, or 3%, and $13 million, or 2% of net revenue in the three and six months ended June 30, 2009. We expect gross margins to remain flat during the third quarter and gradually improve by the fourth quarter of 2009 primarily due to improved factory utilization resulting from higher shipment levels, and cost reductions resulting from strategic restructuring initiatives.

Research and development (“R&D”) expenses decreased by 24% or $16 million to $52 million in the three months ended June 30, 2009 from $68 million in the three months ended June 30, 2008, and decreased by 22% or $30 million to $105 million in the six months ended June 30, 2009 from $135 million in the six months ended June 30, 2008. In the three and six months ended June 30, 2009, we continued to reduce spending on non-core product development programs and focused our spending on fewer, higher return projects, with increasing emphasis on Microcontroller and Touchscreen related products. We have also reduced spending on proprietary fabrication process development, as we expect to utilize more industry standard manufacturing processes in future periods.

Selling, general and administrative (“SG&A”) expenses decreased 26% and 20% in the three and six months ended June 30, 2009, compared to the three and six months ended June 30, 2008. Lower spending resulted from a combination of headcount reduction actions reducing salaries and benefits, lower legal and consulting expenses, and further temporary cost reductions implemented to reduce operating losses, including forced vacations, executive pay reductions, and reduced discretionary spending. SG&A expense for the three months ended June 30, 2009 also benefited from favorable exchange rates and lower selling costs, compared to the three months ended June 30, 2008.

We continue to take significant actions to improve operational efficiencies and further reduce costs. In the three months ended June 30, 2009 and 2008, we incurred $2 million and $9 million, respectively, and in the six months ended June 30, 2009 and 2008, we incurred $5 million and $37 million, respectively, in restructuring charges related to headcount reductions and facility closure costs primarily related to our manufacturing operations.

Benefit from income taxes totaled $10 million in the three months ended June 30, 2009, compared to a provision for income taxes of $4 million in the three months ended June 30, 2008. Benefit from income taxes totaled $37 million in the six months ended June 30, 2009,

compared to a provision for income taxes of $7 million in the six months ended June 30, 2008. The tax benefits recorded in the three and six months ended June 30, 2009 are related to foreign R&D tax credits and reduced taxable income in certain foreign jurisdictions during the first half of 2009.

Cash provided by operating activities totaled $7 million in the six months ended June 30, 2009, compared to cash provided of $10 million in the six months ended June 30, 2008. At June 30, 2009, our cash, cash equivalents and short-term investments totaled $419 million, compared to $441 million at December 31, 2008. We reduced our total debt to $119 million at June 30, 2009 from $145 million at December 31, 2008. Working capital increased to $573 million at June 30, 2009 from $531 million at December 31, 2008.

On March 6, 2008, we acquired Quantum Research Group Ltd. (“Quantum”) for an initial purchase price of $96 million, subsequently increased to $105 million due to contingent consideration earned. The results of operations of Quantum are included in our Microcontroller segment from the date of acquisition.

We announced our intention to evaluate strategic alternatives for our ASIC business in the three months ended March 31, 2009. We have classified the assets and liabilities of the ASIC business unit, including the fabrication facility in Rousset, France, as held for sale as of June 30, 2009. The assets and liabilities held for sale are carried on the condensed consolidated balance sheet at June 30, 2009, at their carrying amount, which is less than their fair value, less cost to sell. The fair value of the disposal group was calculated based on various metrics including discounted cash flows and other comparable transactions. As management expects to sell the disposal group at an amount, net of cost to sell, that is greater than its carrying value, no impairment charge was recorded during the quarter. Given the current uncertainties in the global economy, it is possible that we may ultimately sell the disposal group for less than we currently estimate and therefore may in the future record a charge for the reduction in value of the assets.

RESULTS OF OPERATIONS


	Three Months Ended									Six Months Ended
	June 30, 2009					June 30, 2008				June 30, 2009					June 30, 2008
	(in thousands, except percentage of net revenues
Net revenues	$	284,542		100.0	%	$	420,908	100.0	%	$	556,035		100.0	%	$	832,145		100.0	%
Gross profit		91,824		32.3	%		153,526	36.5	%		187,229		33.7	%	$	299,580		36.0	%
Research and development		52,186		18.3	%		68,218	16.2	%		104,743		18.8	%	$	134,595		16.2	%
Selling, general and administrative		50,882		17.9	%		68,573	16.3	%		105,800		19.0	%	$	132,135		15.9	%
Acquisition-related charges		3,642		1.3	%		6,709	1.6	%		9,141		1.6	%	$	10,420		1.3	%
Charges for grant repayments		249		0.1	%		292	0.1	%		1,014		0.2	%	$	173		0.0	%
Restructuring charges		2,470		0.9	%		8,676	2.1	%		4,822		0.9	%	$	36,584		4.4	%
Loss (gain) on sale of assets		—		0.0	%		810	0.2	%		(164	)	0.0	%	$	(29,948	)	-3.6	%

(Loss) income from operations	$	(17,605	)	-6.2	%	$	248	0.1	%	$	(38,127	)	-6.9	%	$	15,621		1.9	%

Net Revenues

Average exchange rates utilized to translate foreign currency revenues and expenses were 1.33 and 1.56 Euro to the dollar in the three months ended June 30, 2009 and 2008 and 1.33 and 1.51 Euro to the dollar in the six months ended June 30, 2009 and 2008, respectively. During the three and six months ended June 30, 2009, changes in foreign exchange rates had an unfavorable impact on net revenues. Had average exchange rates remained the same during the three and six months ended June 30, 2009 as the average exchange rates in effect for the three and six months ended June 30, 2008, our reported net revenues for the three and six months ended June 30, 2009 would have been $11 million and $17 million higher, respectively.

Net Revenues — By Operating Segment

Our net revenues by segment in the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008 are summarized as follows:


	Three Months Ended

	June 30, 2009		June 30, 2008		Change			% Change
	(in thousands, except for percentages)
Microcontroller	$	101,613	$	142,709	$	(41,096	)		-29	%
Nonvolatile Memory		69,338		87,695		(18,357	)		-21	%
RF and Automotive		35,385		69,990		(34,605	)		-49	%
ASIC		78,206		120,514	$	(42,308	)		-35	%

Total net revenues	$	284,542	$	420,908	$	(136,366	)		-32	%


	Six Months Ended

	June 30, 2009		June 30, 2008		Change			% Change
	(in thousands, except for percentages)
Microcontroller	$	198,660	$	273,369	$	(74,709	)		-27	%
Nonvolatile Memory		133,165		182,688		(49,523	)		-27	%
RF and Automotive		67,972		140,535		(72,563	)		-52	%
ASIC		156,238		235,553	$	(79,315	)		-34	%

Total net revenues	$	556,035	$	832,145	$	(276,110	)		-33	%

Microcontroller

Microcontroller segment net revenues decreased by 29% or $41 million to $102 million in the three months ended June 30, 2009, compared to $143 million in the three months ended June 30, 2008. Microcontroller segment net revenues decreased by 27% or $75 million to $199 million in the six months ended June 30, 2009, compared to $274 million in the six months ended June 30, 2008. The decrease in net revenues was primarily related to reduced demand from customers in Asia as we experienced lower shipments for AVR products to the handset and consumer markets. Revenue for Quantum products is included within the Microcontroller operating segment.

Nonvolatile Memory

Nonvolatile Memory segment revenues decreased by 21% or $18 million to $69 million in the three months ended June 30, 2009, compared to $88 million in the three months ended June 30, 2008. Nonvolatile Memory segment revenues decreased by 27% or $50 million to $133 million in the six months ended June 30, 2009, compared to $183 million in the six months ended June 30, 2008. The decrease in net revenues was primarily related to reduced demand from customers in Asia for Serial EEPROM and Serial Flash memory products. Markets for our Nonvolatile Memory products are more competitive than other markets we sell to, and as a result, our memory products are subject to greater declines in average selling prices than products in our other segments. Competitive pressures and reduced global demand are among several factors causing continued pricing declines during the three and six months ended June 30, 2009.

RF and Automotive

RF and Automotive segment revenues decreased by 49% or $35 million to $35 million in the three months ended June 30, 2009, compared to $70 million in the three months ended June 30, 2008. RF and Automotive segment revenues decreased by 52% or $73 million to $68 million in the six months ended June 30, 2009, compared to $141 million in the six months ended June 30, 2008. The decrease in net revenues was primarily related to the significant decline in automotive markets, with European automotive markets having the most impact to our shipments. In addition, net revenues decreased $8 million as a result of exiting the CDMA foundry business and $26 million in other automotive products, in the three and six months ended June 30, 2009, respectively, compared to the three and six months ended June 30, 2008.

ASIC

ASIC segment net revenues decreased by 35% or $42 million to $78 million in the three months ended June 30, 2009, compared to $120 million in the three months ended June 30, 2008. ASIC segment net revenues decreased by 34% or $79 million to $156 million in the six months ended June 30, 2009, compared to $235 million in the six months ended June 30, 2008. ASIC segment net revenues decreased primarily due to reduced smart card product demand resulting from declining European telecom and consumer markets.

Net Revenues — By Geographic Area

Our net revenues by geographic areas in the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008 are summarized as follows (revenues are attributed to countries based on delivery locations):


	Three Months Ended

	June 30, 2009		June 30, 2008		Change			% Change
	(in thousands, except for percentages)
United States	$	49,721	$	56,381	$	(6,660	)		-12	%
Europe		87,669		157,206		(69,537	)		-44	%
Asia		143,215		201,687		(58,472	)		-29	%
Other*		3,937		5,634		(1,697	)		-30	%

Total net revenues	$	284,542	$	420,908	$	(136,366	)		-32	%


	Six Months Ended

	June 30, 2009		June 30, 2008		Change			% Change
	(in thousands, except for percentages)
United States	$	98,418	$	117,778	$	(19,360	)		-16	%
Europe		176,442		302,957		(126,515	)		-42	%
Asia		272,935		399,520		(126,585	)		-32	%
Other*		8,240		11,890		(3,650	)		-31	%

Total net revenues	$	556,035	$	832,145	$	(276,110	)		-33	%


*		Primarily includes South Africa and Central and South America

Net revenues outside the United States accounted for 83% and 82% of our net revenues in the three and six months ended June 30, 2009, compared to 87% and 86% in the three and six months ended June 30, 2008.

Our net revenues in Asia decreased by $58 million, or 29% in the three months ended June 30, 2009, compared to the three months ended June 30, 2008, and decreased by $127 million, or 32% in the six months ended June 30, 2009, compared to the six months ended June 30, 2008. The decrease in net revenues for the region was primarily due to lower shipments of memory and Microcontroller products as a result of the overall economic slowdown, as well as reduced demand resulting from lower OEM and distribution inventory levels.

Our net revenues in Europe decreased by $70 million, or 44%, in the three months ended June 30, 2009, compared to the three months ended June 30, 2008, and decreased by $127 million, or 42% in the six months ended June 30, 2009, compared to the six months ended June 30, 2008. The decrease in net revenues for the region was primarily due reduced demand for Smartcard and RF and Automotive products.

Our net revenues in the United States decreased by $7 million, or 12%, in the three months ended June 30, 2009, compared to the three months ended June 30, 2008, and decreased by $19 million, or 16% in the six months ended June 30, 2009, compared to the six months ended June 30, 2008. The decrease in net revenues for the region was primarily due to United States-based customers continuing to redirect deliveries from domestic operations to lower cost overseas operations, as well as reduced shipments to Microcontroller customers.

While net revenues in Asia declined in the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008, we expect that Asia net revenues will grow more rapidly than other regions in the future. Net revenues in Asia may be impacted in the future as we refine our distribution strategy and optimize our distributor base in Asia. It may take time for us to identify financially viable distributors and help them develop high quality support services. There can be no assurances that we will be able to manage this optimization process in an efficient and timely manner.

Effective July 1, 2008, we entered into revised agreements with certain European distributors that allow additional rights, including future price concessions at the time of resale, price protection, and the right to return products upon termination of the distribution agreement. As a result of uncertainties over finalization of pricing for shipments to these distributors, revenues and related costs are deferred until the products are sold by the distributors to their end customers. We consider that the sale prices are not “fixed or determinable” at the time of shipment to these distributors.

Revenues and Costs — Impact from Changes to Foreign Exchange Rates

Changes in foreign exchange rates, primarily the Euro, have had a significant impact on our net revenues and operating costs. Net revenues denominated in foreign currencies, were 25% and 24% of our total net revenues in the three months ended June 30, 2009 and 2008, respectively, and 24% and 23% of our total net revenues in the six months ended June 30, 2009 and 2008, respectively. Costs denominated in foreign currencies, primarily the Euro, were approximately 39% and 48% of our total costs in the three months ended June 30, 2009 and 2008, respectively, and were approximately 41% and 49% in the six months ended June 30, 2009 and 2008, respectively.

Net revenues denominated in Euro were 24% and 23% of our total net revenues in the three months ended June 30, 2009 and 2008, respectively, and net revenues denominated in Euro were 23% and 22% of our total net revenues in the six months ended June 30, 2009 and 2008, respectively. Costs denominated in Euro were 35% and 43% of our total costs in the three months ended June 30, 2009 and 2008, respectively, and were approximately 37% and 44% in the six months ended June 30, 2009 and 2008, respectively. Net revenues included 50 million Euro in the three months ended June 30, 2009, compared to 62 million in the three months ended June 30, 2008 and included 98 million Euro in the six months ended June 30, 2009, compared to 123 million in the six months ended June 30, 2008. Operating expenses in Euro decreased to approximately 78 million Euro in the three months ended June 30, 2009, compared to 111 million Euro in operating expenses in the three months ended June 30, 2008 and decreased to 160 million Euro in the six months ended June 30, 2009, compared to 232 million in the six months ended June 30, 2008. Operating expenses in Euro declined due to reduction of European manufacturing activities as well as reduced depreciation expense as a result of classifying the ASIC business as held-for-sale in the first quarter of 2009.

Average exchange rates utilized to translate foreign currency revenues and expenses in were 1.33 and 1.56 Euro to the dollar in the three months ended June 30, 2009 and 2008, respectively. Average exchange rates utilized to translate foreign currency revenues and expenses were 1.33 and 1.51 Euro to the dollar in the six months ended June 30, 2009 and 2008, respectively.

During the three and six months ended June 30, 2009, changes in foreign exchange rates had an unfavorable impact on net revenue but a favorable impact on operating costs and loss from operations. Had average exchange rates remained the same in the three and six months ended June 30, 2009 as the average exchange rates in effect in the three and six months ended June 30, 2008, our reported revenues in the three and six months ended June 30, 2009, would have been $11 million and $17 million higher. However, as discussed above, our foreign currency expenses exceed foreign currency revenues. Had average exchange rates in the three and six months ended June 30, 2009 remained the same as the average exchange rates in the three and six months ended June 30, 2008, our operating expenses would have been $22 million higher (relating to cost of revenues of $11 million; research and development expenses of $7 million; and selling, general and administrative expenses of $4 million) and $38 million higher (relating to cost of revenues of $20 million; research and development expenses of $12 million; and selling, general and administrative expenses of $6 million), respectively. The net effect resulted in a decrease to loss from operations of $11 million and $21 million in the three and six months ended June 30, 2009 and 2008, respectively, as a result of favorable exchange rates when compared to the same periods in the prior year.

Cost of Revenues and Gross Margin

Gross margin declined to 32.3% in the three months ended June 30, 2009, compared to 36.5% in the three months ended June 30, 2008. Gross margin declined to 33.7% in the six months ended June 30, 2009, compared to 36.0% in the six months ended June 30, 2008. The decline in gross margin related primarily to factory under utilization costs, as well as higher per-unit costs, resulting from reduced factory loading at our wafer fabrication and test facilities.

Charges related to under-capacity reduced gross margin by approximately $8 million, or 3%, and $13 million, or 2%, of net revenue in the three and six months ended June 30, 2009. Gross margins were also impacted unfavorably by higher charges for inventory reserves along with other non-recurring expenses recorded during the first six months of 2009. We expect gross margins to remain flat during the third quarter and gradually improve by the fourth quarter primarily due to improved factory utilization resulting from higher shipment levels, and cost reductions resulting from strategic restructuring initiatives.

We develop our own manufacturing process technologies to ensure our products provide the maximum possible performance. In the six months ended June 30, 2009, we manufactured 89% of our products in our own wafer fabrication facilities.

Our cost of revenues includes the costs of wafer fabrication, assembly and test operations, changes in inventory reserves and freight costs. Our gross margin as a percentage of net revenues fluctuates, depending on product mix, manufacturing yields, utilization of manufacturing capacity, and average selling prices, among other factors.

We receive economic assistance grants in some locations as an incentive to achieve certain hiring and investment goals related to manufacturing operations, the benefit for which is recognized as an offset to related costs. We recognized a reduction to cost of revenues for such grants of $0.1 million and $0.6 million in the three months ended June 30, 2009 and 2008, respectively, and we recognized a reduction to cost of revenues for such grants of $0.1 million and $1 million in the six months ended June 30, 2009 and 2008, respectively.

Research and Development

Research and development (“R&D”) expenses decreased by 24% or $16 million to $52 million in the three months ended June 30, 2009 from $68 million in the three months ended June 30, 2008, and decreased by 22% or $30 million to $105 million in the six months ended June 30, 2009 from $135 million in the six months ended June 30, 2008. We continued to reduce spending on non-core product development programs and focused our spending on fewer, higher return projects, with increasing emphasis on Microcontroller and Touchscreen related products. We have also reduced spending on proprietary fabrication process development, as we expect to utilize more industry standard manufacturing processes in future periods.

R&D expenses in the three months ended June 30, 2009 compared to the three months ended June 30, 2008, decreased primarily due to reduced salaries and benefits of $8 million, depreciation of $5 million and design software expenses of $3 million. R&D expenses in the six months ended June 30, 2009, compared to the six months ended June 30, 2008, decreased primarily due to reduced salaries and benefits of $19 million, depreciation expenses of $9 million and design software expenses of $5 million. Depreciation expenses declined primarily as a result of classifying the ASIC business as held-for-sale in the first quarter of 2009.

R&D expenses, including the items described above, in the three and six months ended June 30, 2009, were favorably impacted by approximately $7 million and $12 million, respectively, due to foreign exchange rate fluctuations, compared to rates in effect and the related expenses incurred in the three and six months ended June 30, 2008. As a percentage of net revenues, R&D expenses totaled 18% and 16% in the three months ended June 30, 2009 and 2008, respectively and 19% and 16% in the six months ended June 30, 2009 and 2008.

We receive R&D grants from various European research organizations, the benefit for which is recognized as an offset to related costs. In the three months ended June 30, 2009 and 2008, we recognized $3 million and $5 million, respectively, and in the six months ended June 30, 2009 and 2008, we recognized $6 million and $10 million, respectively, in research grant benefits.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses decreased by 26% or $18 million to $51 million in the three months ended June 30, 2009 from $69 million in the three months ended June 30, 2008, and decreased by 20% or $26 million to $106 million in the six months ended June 30, 2009 from $132 million in the six months ended June 30, 2008.

SG&A expenses for the three months ended June 30, 2009, compared to the three months ended June 30, 2008, decreased primarily due to reduced employee salaries and benefits of $9 million, consulting and legal fees of $6 million, and higher bad debt recoveries of $1 million. SG&A expenses for the six months ended June 30, 2009, compared to the six months ended June 30, 2008, decreased primarily due to reduced employee salaries and benefits of $14 million, consulting and legal fees of $4 million, stock compensation expense of $1 million, as well as increased bad debt recoveries of $3 million.

SG&A expenses, including the items described above, in the three and six months ended June 30, 2009, were favorably impacted by approximately $4 million and $6 million, respectively, due to foreign exchange rate fluctuations, compared to rates in effect and the related expenses incurred in the three and six months ended June 30, 2008. As a percentage of net revenues, SG&A expenses totaled 18% and 16% in the three months ended June 30, 2009 and 2008, respectively, and totaled 19% and 16% in the six months ended June 30, 2009 and 2008, respectively.

We implemented significant cost reduction measures starting in the fourth quarter of 2008 in response to the unfavorable impact of the global economic downturn. These measures include executive salary reductions, reduced employee travel, mandatory time off for substantially all employees, and reduced promotional spending. The impact of these actions contributed to the reduction in operating expenses during the three and six months ended June 30, 2009.

Stock-Based Compensation

Effective January 1, 2006, we adopted the provisions of SFAS No. 123R, “Share-Based Payment.” SFAS No. 123R establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at measurement date, based on the fair value of the award which is computed using a Black-Scholes option valuation model, and is recognized as expense over the employee’s requisite service period.

Stock-based compensation expense under SFAS No. 123R was $6 million for both the three months ended June 30, 2009 and 2008 and $12 million and $13 million in the six months ended June 30, 2009 and 2008, respectively.

Acquisition-Related Charges

We recorded total acquisition-related charges of $4 million and $7 million in the three months ended June 30, 2009 and 2008, respectively, and $9 million and $10 million in the six months ended June 30, 2009 and 2008, respectively, related to the acquisition of Quantum, which is comprised of the following components below:

We recorded amortization of intangible assets of $1 million and $2 million in the three months ended June 30, 2009 and 2008, respectively, and $3 million in each of the six months ended June 30, 2009 and 2008, associated with customer relationships, developed technology, trade name, non-compete agreements and backlog. These assets are amortized over three to five years. We estimate charges related to amortization of intangible assets will be approximately $1 million per quarter for the remaining quarters of 2009.

In the three months ended March 31, 2008, we recorded a charge of $1 million associated with acquired in-process research and development (“IPR&D”) in connection with the acquisition of Quantum. No charges were recorded in three and six months ended June 30, 2009 and in the three months ended June 30, 2008. Our methodology for allocating the purchase price to IPR&D involves established valuation techniques utilized in the high-technology industry.

We agreed to pay additional amounts to former key executives of Quantum contingent upon continuing employment over a three year period. We agreed to pay up to $32 million, including the value of 5.3 million shares of our common stock. These payments are accrued over the employment period and recorded as compensation expense, calculated on an accelerated basis. During the three and six months ended June 30, 2009, we recorded $2 million and $7 million of compensation expense as acquisition-related charges. We estimate charges related to these compensation agreements to total approximately $2 million per quarter for the remaining quarters of 2009. We made cash payments of $11 million to the former Quantum employees in the three months ended March 31, 2009.

Charges for Grant Repayments

In the fourth quarter of 2006, we announced our intention to close our design facility in Greece and sell our manufacturing facility in North Tyneside, United Kingdom. We recorded a charge of $30 million in the fourth quarter of 2006 associated with the expected repayment of subsidy grants previously received and recognized related to grant agreements with government agencies at these locations. In the three months ended June 30, 2009 and 2008, we recorded charges for grant repayments of $0.2 million and $0.3 million, respectively, and in the six months ended June 30, 2009 and 2008, we recorded $1 million and $0.2 million, respectively, related to further grant repayment requirements along with accrued interest related to the expected repayment of subsidy grants.

(Loss) Gain on Sale of Assets

In the three months ended March 31, 2009, we recorded a gain on sale of assets of $0.2 million related to the sale of the Heilbronn fabrication facility in 2008. No gains or losses were recorded for the three months ended June 30, 2009.

On October 8, 2007, we entered into definitive agreements to sell certain wafer fabrication equipment and land and buildings at North Tyneside to Taiwan Semiconductor Manufacturing Company (“TSMC”) and Highbridge Business Park Limited (“Highbridge”) for a total of approximately $125 million. We ended production and delivered substantially all of the equipment in the first quarter of 2008. As a result, we recognized a loss of $1 million and a gain of $30 million for the sale of the equipment in the three and six months ended June 30, 2008, respectively. We vacated the facility in May 2008.

Restructuring Charges

The following table summarizes the activity related to the accrual for restructuring charges detailed by event for the three and six months ended June 30, 2009 and 2008:


	January 1,							Currency			March 31,								Currency		June 30,
	2009							Translation			2009		Charges/						Translation		2009
	Accrual		Charges		Payments			Adjustment			Accrual		(Credits)			Payments			Adjustment		Accrual
								(in thousands)
Third quarter of 2002
Termination of contract with supplier	$	1,592	$	—	$	—		$	—		$	1,592	$	—		$	—		$	—	$	1,592
Fourth quarter of 2007
Other restructuring charges		218		32		(81	)		(2	)		167		104			(125	)		12		158
Second quarter of 2008
Employee termination costs		235		42		(220	)		(10	)		47		4			(34	)		3		20
Third quarter of 2008
Employee termination costs		17,575		226		(10,579	)		(1,028	)		6,194		(441	)		(3,971	)		125		1,907
Fouth quarter of 2008
Employee termination costs		3,438		567		(2,854	)		(10	)		1,141		59			(1,145	)		6		61
First quarter of 2009
Employee termination costs		—		1,485		(37	)		(11	)		1,437		(83	)		(520	)		205		1,039
Second quarter of 2009
Employee termination costs		—		—		—			—			—		2,827			(2,777	)		—		50

Total 2009 activity	$	23,058	$	2,352	$	(13,771	)	$	(1,061	)	$	10,578	$	2,470		$	(8,572	)	$	351	$	4,827


	January 1,							Currency		March 31,							Currency			June 30,
	2008							Translation		2008							Translation			2008
	Accrual		Charges		Payments			Adjustment		Accrual		Charges		Payments			Adjustment			Accrual
								(in thousands)
Third quarter of 2002
Termination of contract with supplier	$	1,592	$	—	$	—		$	—	$	1,592	$	—	$	—		$	—		$	1,592
Fourth quarter of 2006
Employee termination costs		1,324		17		(767	)		78		652		14		(131	)		(1	)		534
Fouth quarter of 2007
Employee termination costs		12,759		1,106		(7,527	)		559		6,897		325		(7,222	)		—			—
Termination of contract with supplier		—		11,636		(493	)		780		11,923		570		(10,475	)		33			2,051
Other exit related costs		—		15,149		(5,766	)		892		10,275		4,974		(14,546	)		13			716
Second quarter of 2008
Employee termination costs		—		—		—			—		—		2,793		(591	)		4			2,206

Total 2008 activity	$	15,675	$	27,908	$	(14,553	)	$	2,309	$	31,339	$	8,676	$	(32,965	)	$	49		$	7,099

2009 Restructuring Charges

In the three and six months ended June 30, 2009, we continued to implement the restructuring initiatives announced in 2008 which are discussed below and incurred restructuring charges of $2 million and $5 million, respectively. The charges relating to this initiative consist of the following:

•

Net charges of $2 million and $5 million in the three and six months ended June 30, 2009, respectively, related to severance costs resulting from involuntary termination of employees. Employee severance costs were recorded in accordance with SFAS No. 146, “Accounting for Costs Associated with exit or Disposal Activities” (SFAS No. 146”).

•

Charges of $0.1 million in both the three and six months ended June 30, 2009 related to facility closure cost.

2008 Restructuring Charges

In the three and six months ended June 30, 2008, we incurred restructuring charges of $9 million and $37 million, respectively, for restructuring programs initiated prior to January 1, 2008 and initiated in the second quarter of 2008.

In the three and six months ended June 30, 2008, we continued to implement the restructuring initiatives announced in 2006 and 2007 and incurred restructuring charges of $6 million and $34 million, respectively, related to these earlier initiatives.

We incurred restructuring charges related to the signing of definitive agreements in October 2007 to sell certain wafer fabrication equipment and real property at North Tyneside to TSMC and Highbridge. As a result of this action, this facility was closed and all of the employees of the facility were terminated in the three months ended June 30, 2008. During the three and six months ended June 30, 2008, we recorded the following restructuring charges:

•

Charges of $0.3 million and $1 million in the three and six months ended June 30, 2008, respectively, related to severance costs resulting from involuntary termination of employees. Employee severance costs were recorded in accordance with SFAS No. 146.

•

Charges of $5 million and $20 million in the three and six months ended June 30, 2008, respectively, related to equipment removal and facility closure costs. After production activity ceased, the Company utilized employees as well as outside services to disconnect fabrication equipment, fulfill equipment performance testing requirements of the buyer, and perform facility decontamination and other facility closure-related activity. Included in these costs are labor costs, facility related costs, outside service provider costs, and legal and other fees. Equipment removal, building decontamination and closure related cost activities were completed as of June 30, 2008.

•

Charges of $1 million and $12 million in the three and six months ended June 30, 2008, respectively, related to contract termination charges, primarily associated with a long term gas supply contract for nitrogen gas utilized in semiconductor manufacturing. We are required to pay an early termination penalty including de-installation and removal costs. Other contract termination costs relate to semiconductor equipment support services with minimum payment clauses extending beyond the current period.

In the three months ended June 30, 2008, we began implementing new cost reduction initiatives, primarily targeting manufacturing and research and development labor costs. We recorded $3 million, consisting of the following:

•

Charges of $3 million in the three months ended June 30, 2008 related to severance costs for involuntary termination of employees. These employee severance costs were recorded in accordance with SFAS No. 146.

•

Charges of $0.2 million in the three months ended June 30, 2008 related to one-time minimum statutory termination benefits recorded in accordance with SFAS No. 112, “Employers’ Accounting for Post Employment Benefits.”

Interest and Other Expense, Net

Interest and other expense, net, was $5 million and $8 million in the three and six months ended June 30, 2009, compared to $1 million and $6 million in the three and six months ended June 30, 2008. These increases in net expenses was primarily a result of a decrease in interest income on our investments portfolio in the three and six month period ended June 30, 2009, compared to the three and six months ended June 30, 2008 and an increase in foreign exchange losses in the three months ended June 30, 2009, compared to the three months ended June 30, 2008.

Income Taxes

For the three and six months ended June 30, 2009, we recorded an income tax benefit of $10 million and $37 million, respectively. In the three and six months ended June 30, 2008, we recorded a tax provision of $4 million and $7 million, respectively. During the quarter ended March 31, 2009, we recognized a tax benefit of $26 million primarily attributable to recognition of certain current and prior foreign R&D credits.

As a result of the effective settlement of certain foreign tax audits during the quarter ended June 30, 2009, we were able to release reserves and accrued interest, netted against additional exposures related to the foreign audits, of $8 million. Additionally, during the current quarter, as a result of the settlement, we remeasured our Deferred Tax Assets to record an adjustment of $51 million. This adjustment decreased foreign net operating loss carry-forwards with a corresponding adjustment to the valuation allowance. This change had no impact on our condensed consolidated balance sheets or statements of operations.

In 2005, the Internal Revenue Service (“IRS”) proposed adjustments to our U.S. income tax returns for the years 2000 and 2001. In January 2007, after subsequent discussions with us, the IRS revised the proposed adjustments for these years. We have protested these proposed adjustments and are currently pursuing administrative review with the IRS Appeals Division. In May 2007, the IRS proposed adjustments to our U.S. income tax returns for the years 2002 and 2003. We filed a protest to these proposed adjustments and are pursuing administrative review with the IRS Appeals Division.

In addition, we have tax audits in progress in other foreign jurisdictions. We have accrued taxes and related interest and penalties that may be due upon the ultimate resolution of these examinations and for other matters relating to open U.S. Federal, state and foreign tax years in accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”).

While we believe that the resolution of these audits will not have a material adverse impact on our results of operations, cash flows or financial position, the outcome is subject to uncertainty. We recognize tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. To the extent the final tax liabilities are different than the amounts originally accrued, the increases or decreases are recorded as income tax expense of benefit in the condensed consolidated statements of operations. Income taxes and related interest and penalties due for potential adjustments may result from the resolution of these examinations, and examinations of open U.S. federal, state and foreign jurisdictions. Should we be unable to reach agreement with the federal or foreign tax authorities on the various proposed adjustments, there exists the possibility of an adverse material impact on our results of operations, cash flows and financial position.

On January 1, 2007, we adopted FIN 48. Under FIN 48, the impact of an uncertain income tax position on income tax expense must be recognized at the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. At June 30, 2009 and December 31, 2008, we had $171 million and $215 million of unrecognized tax benefits, respectively. The decrease in unrecognized tax benefits in the six months ended June 30, 2009 of $43 million primarily related to the recognition of certain R&D tax credits and the release of tax reserves related to the settlement of certain foreign tax audits.

Included within long-term liabilities at June 30, 2009 and December 31, 2008 were income taxes payable totaling $106 million and $105 million, respectively.

Additionally, we believe that it is reasonably possible that the IRS audit may be resolved within the next twelve months. However, because of the continuing uncertainty regarding the resolution of the various issues under audit, we are not able to accurately estimate a possible range of the change to the reserve for the uncertain tax positions.

Liquidity and Capital Resources

At June 30, 2009, we had $419 million of cash and cash equivalents and short-term investments compared to $441 million at December 31, 2008. Our current ratio, calculated as total current assets divided by total current liabilities, was 2.43 at June 30, 2009, an increase of 0.36 from 2.07 at December 31, 2008. We reduced our debt obligations to $119 million at June 30, 2009 from $145 million at December 31, 2008. Working capital calculated as total current assets less total current liabilities increased by $42 million to $573 million at June 30, 2009, compared to $531 million at December 31, 2008.

Approximately $5 million of our investment portfolio at June 30, 2009 was invested in auction-rate securities, compared to $9 million at December 31, 2008. In the three and six months ended June 30, 2009, approximately $1 million and $4 million of auction-rate securities were redeemed at par value. Approximately $2 million and $9 million of these auction-rate securities are classified as long-term investments within other assets on the condensed consolidated balance sheet as of June 30, 2009 and December 31, 2008, as they are not expected to be liquidated within the next twelve months. In October 2008, we accepted an offer from UBS Financial Services Inc. (“UBS”) to purchase our remaining eligible auction-rate securities of $3 million at par value at any time during a two-year time period from June 30, 2010 to July 2, 2012. We expect to sell the securities to UBS at par value on June 30, 2010; therefore, we have reclassified these securities to short-term investments on the condensed consolidated balance sheet as of June 30, 2009.

Operating Activities

Net cash provided by operating activities was $7 million in the six months ended June 30, 2009 compared to $10 million provided from operating activities for the six months ended June 30, 2008. Net cash provided by operating activities in the six months ended June 30, 2009 was primarily due to positive operating results, adjusting the net loss of $9 million for certain non-cash depreciation and amortization charges of $37 million and stock-based compensation charges of $16 million. In addition, cash flows were increased by reduced inventories of $30 million, lower accounts receivable of $18 million, and the receipt of a tax refund of $24 million, offset in part by payments to reduce accounts payable balances by $23 million, payments to reduce accrued liabilities by $33 million (included restructuring payments of $22 million and customer advance repayment of $10 million), and increased current and other assets of $19 million related to income tax refunds receivable. The reduction to depreciation charges compared to 2008 is primarily a result of our decision during the first quarter of 2009 to classify assets of the ASIC business as held for sale. A significant portion of these assets are utilized for manufacturing, and the related depreciation costs are included in inventory. The inventory cost is reflected in cost of sales as the inventory is sold, and as a result, the impact to operations from lower depreciation is reflected over the period of inventory turns, not in the periods immediately following the reduction to depreciation expense.

Net cash provided by operating activities of $10 million in the six months ended June 30, 2008 was primarily due to positive operating results, adjusting net income of $2 million for certain non-cash depreciation and amortization charges of $70 million and stock-based compensation charges of $15 million, offset by a non-cash gain of $30 million related to the sale of our North Tyneside, UK manufacturing facility. In addition, cash flows increased as a result of reduced inventories of $28 million, offset in part by repayment of grants to the UK government of $40 million along with other payments reducing accounts payable and accrued liabilities related to the closure of our North Tyneside, UK manufacturing facility.

Accounts receivable decreased by 8% or $15 million to $170 million at June 30, 2009, from $185 million at December 31, 2008, primarily due to lower revenue in the six months ended June 30, 2009. The average days of accounts receivable outstanding (“DSO”) increased to 54 days at June 30, 2009 from 50 days at December 31, 2008. Our accounts receivable and DSO are primarily impacted by shipment linearity, payment terms offered, and collection performance. Should we need to offer longer payment terms in the future due to competitive pressures or longer customer payment patterns, our DSO and cash flows from operating activities would be negatively affected.

Decreases in inventories provided $30 million of operating cash flows in the six months ended June 30, 2009, compared to $28 million in the six months ended June 30, 2008. Our days of inventory decreased to 139 days at June 30, 2009, from 148 days at December 31, 2008, primarily due to significantly reduced manufacturing activity levels and increased shipment levels during the quarter. Inventories consist of raw wafers, purchased specialty wafers, work-in-process and finished units. We are continuing to take measures to reduce manufacturing cycle times and improve production planning efficiency. However, the strategic need to offer competitive lead times may result in an increase in inventory levels in the future. Inventory related to the ASIC business unit of $76 million was re-classified within the category of assets held for sale as of June 30, 2009, as a result of our plan to sell the ASIC business (as announced in the first quarter of 2009). This adjustment had no impact to cash flows from operations.

Reduction of accounts payable balances utilized $23 million of operating cash flows in the six months ended June 30, 2009. We also classified $20 million of accounts payable as held for sale as of June 30, 2009 related to the potential sale of the ASIC business.

In the six months ended June 30, 2009, we made cash payments of $11 million to the former Quantum employees in connection with contingent employment arrangements resulting from the acquisition, which was completed during the first quarter of 2008.

Investing Activities

Net cash used in investing activities was $12 million in the six months ended June 30, 2009, compared to $27 million in the six months ended June 30, 2008. During the six months ended June 30, 2009, we paid approximately $3 million related to contingent consideration earned by a former Quantum employee and $11 million for acquisitions of fixed assets and intangible assets. We anticipate expenditures for capital purchases will be between $25 million and $35 million for 2009, which will be used to maintain existing manufacturing operations and provide additional testing capacity. During the six months ended June 30, 2008, we paid $93 million related to acquisition of Quantum and $27 million for acquisitions of fixed assets and intangible assets, offset in part by $82 million in proceeds from the sale of North Tyneside assets, net of selling costs.

Financing Activities

Net cash used in financing activities was $23 million in the six months ended June 30, 2009, compared to $8 million in the six months ended June 30, 2008. We continued to pay down debt, with repayments of principal balances on capital leases and other debt totaling $27 million in the six months ended June 30, 2009, compared to $13 million in the six months ended June 30, 2008. Proceeds from the issuance of common stock totaled $5 million and $6 million for the six months ended June 30, 2009 and 2008, respectively.

We believe that our existing balances of cash, cash equivalents and short-term investments, together with anticipated cash flow from operations, equipment lease financing, and other short-term and medium-term bank borrowings, will be sufficient to meet our liquidity and capital requirements over the next twelve months.

During the next twelve months, we expect our operations to generate positive cash flow, however, a significant portion of cash will be used to repay debt and make capital investments and satisfy restructuring commitments. We expect that we will have sufficient cash from operations and financing sources to satisfy all debt obligations. We made $7 million in cash payments for capital equipment in the six months ended June 30, 2009, and we expect our cash payments for capital expenditures to be between $25 million to $35 million in 2009. Debt obligations outstanding at June 30, 2009, which are classified as short-term, totaled $107 million. We paid $22 million and $48 million in restructuring payments, primarily for employee severance, in the six months ended June 30, 2009 and 2008, respectively. We expect to pay out approximately $3 million to $5 million in further restructuring payments during the remainder of 2009. During the remainder of 2009 and future years, our capacity to make necessary capital investments will depend on our ability to continue to generate sufficient cash flow from operations and on our ability to obtain adequate financing if necessary. We were in compliance with all bank covenants as of June 30, 2009.

There were no material changes in our contractual obligations and rights outside of the ordinary course of business or other material changes in our financial condition in the six months ended June 30, 2009 to that described in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K filed with the SEC on March 2, 2009.

Off-Balance Sheet Arrangements (Including Guarantees)

In the ordinary course of business, we have investments in privately held companies, which we review to determine if they should be considered variable interest entities. We have evaluated our investments in these other privately held companies and have determined that there was no material impact on our operating results or financial condition upon our adoption of FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities — an Interpretation of ARB No. 51” (“FIN 46R”). Under FIN 46R certain events can require a reassessment of our investments in privately held companies to determine if they are variable interest entities and which of the stakeholders will be the primary beneficiary. As a result of such events, we may be required to make additional disclosures or consolidate these entities. We may be unable to influence these events.

During the ordinary course of business, we provide standby letters of credit or other guarantee instruments to certain parties as required for certain transactions initiated by either our subsidiaries or us. As of June 30, 2009, the maximum potential amount of future payments that we could be required to make under these guarantee agreements was approximately $2 million. We have not recorded any liability in connection with these guarantee arrangements. Based on historical experience and information currently available, we believe we will not be required to make any payments under these guarantee arrangements.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our Condensed Consolidated Financial Statements, which we have prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of

assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes 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.

We believe that the estimates, assumptions and judgments involved in revenue recognition, allowances for doubtful accounts and sales returns, accounting for income taxes, valuation of inventory, fixed assets, stock-based compensation, restructuring charges and litigation have the greatest potential impact on our Condensed Consolidated Financial Statements, so we consider these to be our critical accounting policies. Historically, our estimates, assumptions and judgments relative to our critical accounting policies have not differed materially from actual results. The critical accounting estimates associated with these policies are described in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K filed with the SEC on March 2, 2009.

Recent Accounting Pronouncements

Effective April 1, 2009, we adopted FASB Statement No. 165, Subsequent Events (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date—that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The adoption of SFAS No. 165 did not have an impact on our condensed consolidated results of operations or financial condition.

Effective April 1, 2009, we adopted the FASB issued FASB Staff Position No. 107-1 and Accounting Principles Board (“APB”) 28-1, Interim Disclosures About Fair Value of Financial Instruments (“FSP No. 107-1”). FSP FAS 107-1 amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all interim financial statements. The adoption of FSP No. 107-1 did not have an impact on our condensed consolidated results of operations or financial condition.

In April 2009, the FASB issued FSP No. 141R-1, Accounting for Assets and Liabilities Assumed in a Business Combination That Arise From Contingencies , (“FSP No. 141R-1”). FSP FAS 141R-1 amends and clarifies SFAS No. 141R, Business Combinations, to address application issues regarding initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. FSP No. 141R-1 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Although we did not enter into any business combinations during the first six months of 2009, we believe FSP No. 141R-1 may have a material impact on our future consolidated financial statements depending on the size and nature of any future business combinations that we may enter into.

In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. FAS 157-4, Determining Fair Value When Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP No. 157-4”). FSP 157-4 provides guidance on how to determine the fair value of assets and

liabilities when the volume and level of activity for the asset/liability has significantly decreased. FSP No. 157-4 also provides guidance on identifying circumstances that indicate a transaction is not orderly. In addition, FSP No. 157-4 requires disclosure in interim and annual periods of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques. FSP No. 157-4 is effective for us beginning in the second quarter of fiscal year 2009. The adoption of FSP No. 157-4 did not have a significant impact on our condensed consolidated financial statements.

In April 2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairment (“FSP No. 115-2/124-2”). FSP No. 115-2/124-2 amends the requirements for the recognition and measurement of other-than-temporary impairments for debt securities by modifying the pre-existing “intent and ability” indicator. Under FSP No. 115-2/124-2, an other-than-temporary impairment is triggered when there is intent to sell the security, it is more likely than not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. Additionally, FSP No. 115-2/124-2 changes the presentation of an other-than-temporary impairment in the income statement for those impairments involving credit losses. The credit loss component will be recognized in earnings and the remainder of the impairment will be recorded in other comprehensive income. FSP No. 115-2/124-2 is effective for us beginning in the second quarter of fiscal year 2009. The adoption of FSP No. 115-2/124-2 did not have a significant impact on our condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We maintain investment portfolio holdings of various issuers, types and maturities whose values are dependent upon short-term interest rates. We generally classify these securities as available-for-sale, and consequently record them on the condensed consolidated balance sheet at fair value with unrealized gains and losses being recorded as a separate part of stockholders’ equity. We do not currently hedge these interest rate exposures. Given our current profile of interest rate exposures and the maturities of our investment holdings, we believe that an unfavorable change in interest rates would not have a significant negative impact on our investment portfolio or statements of operations through June 30, 2009. In addition, certain of our borrowings are at floating rates, so this would act as a natural hedge.

We have short-term debt, long-term debt and capital leases totaling $119 million at June 30, 2009. Approximately $5 million of these borrowings have fixed interest rates. We have approximately $114 million of floating interest rate debt, of which approximately $12 million is Euro denominated. We do not hedge against the risk of interest rate changes for our floating rate debt and could be negatively affected should these rates increase significantly. While there can be no assurance that these rates will remain at current levels, we believe that any rate increase will not cause a significant adverse impact to our results of operations, cash flows or to our financial position.


													Total
													Variable-rate
													Debt
	Payments by Due Year												Outstanding at
*(in thousands)*	2009*		2010		2011		2012		2013		Thereafter		June 30, 2009
90 day USD LIBOR weighted-average interest rate basis (1) — Revolving line of credit due 2009	$	21,500	$	—	$	—	$	—	$	—	$	—	$	21,500

Total of 90 day USD LIBOR rate debt	$	21,500	$	—	$	—	$	—	$	—	$	—	$	21,500

60 day USD LIBOR weighted-average interest rate basis (1) — Revolving line of credit	$	80,000	$	—	$	—	$	—	$	—	$	—	$	80,000

Total of 60 day USD LIBOR rate debt	$	80,000	$	—	$	—	$	—	$	—	$	—	$	80,000

90 day EURIBOR weighted-average interest rate basis (1) — Capital leases	$	2,263	$	4,527	$	4,527	$	1,174	$	—	$	—	$	12,491

Total of 90 day USD EURIBOR rate debt	$	2,263	$	4,527	$	4,527	$	1,174	$	—	$	—	$	12,491


Total variable-rate debt	$	103,763	$	4,527	$	4,527	$	1,174	$	—	$	—	$	113,991


*		Represents payments due over the remainder of 2009.

(1)		Actual interest rates include a spread over the basis amount.

The following table presents the hypothetical changes in interest expense, for the three and six month period ended June 30, 2009 related to our outstanding borrowings that are sensitive to changes in interest rates as of June 30, 2009. The modeling technique used measures the change in interest expense arising from hypothetical parallel shifts in yield, of plus or minus 50 Basis Points (“BPS”), 100 BPS and 150 BPS (in thousands).

For the three months ended June 30, 2009:


							Interest Expense
	Interest Expense Given an Interest						with No Change in		Interest Expense Given an Interest
	Rate Decrease by X Basis Points						Interest Rate		Rate Increase by X Basis Points
	150 BPS		100 BPS		50 BPS				50 BPS		100 BPS		150 BPS
							(in thousands)
Interest expense	$	47	$	518	$	1,138	$	1,759	$	2,380	$	3,001	$	3,622

For the six months ended June 30, 2009:


							Interest Expense
	Interest Expense Given an Interest						with No Change in		Interest Expense Given an Interest
	Rate Decrease by X Basis Points						Interest Rate		Rate Increase by X Basis Points
	150 BPS		100 BPS		50 BPS				50 BPS		100 BPS		150 BPS
							(in thousands)
Interest expense	$	94	$	2,251	$	2,898	$	3,545	$	4,191	$	4,838	$	5,484

Foreign Currency Risk

When we take an order denominated in a foreign currency we will receive fewer dollars than we initially anticipated if that local currency weakens against the dollar before we ship our product, which will reduce revenue. Conversely, revenues will be positively impacted if the local currency strengthens against the dollar. In Europe, where we have significant operations and costs denominated in European currencies, our costs will decrease if the local currency weakens. Conversely, our costs will increase if the local currency strengthens against the dollar. The net effect of favorable exchange rates in the three and six months ended June 30, 2009, compared to the average exchange rates in the three and six months ended June 30, 2008, resulted in a decrease to loss from operations of $11 million and $21 million in the three and six months ended June 30, 2009 (as discussed in this report in Part I, Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations). This impact is determined assuming that all foreign currency denominated transactions that occurred in the three and six months ended June 30, 2009 were recorded using the average foreign currency exchange rates in the same period in 2008. Net revenues denominated in the Euro, were 24% and 23% of our total net revenues in the three months ended June 30, 2009 and 2008, respectively. Net revenues denominated in the Euro, were 23% and 22% of our total net revenues in the six months ended June 30, 2009 and 2008, respectively. Net revenues denominated in Yen were 1% of our total net revenues in the three and six months ended June 30, 2009. Costs denominated in foreign currencies, primarily the Euro, were 35% and 48% of our total costs in the three months ended June 30, 2009 and 2008, respectively, and 37% and 49% of our total costs in the six months ended June 30, 2009 and 2008, respectively.

We also face the risk that our accounts receivables denominated in foreign currencies will be devalued if such foreign currencies weaken quickly and significantly against the dollar. Approximately 28% and 30% of our accounts receivable were denominated in foreign currencies at June 30, 2009 and December 31, 2008, respectively.

We also face the risk that our accounts payable and debt obligations denominated in foreign currencies will increase if such foreign currencies strengthen quickly and significantly against the dollar. Approximately 43% and 36% of our accounts payable were denominated in foreign currencies as of June 30, 2009 and December 31, 2008, respectively. Approximately 13% and 12% of our debt obligations were denominated in foreign currencies as of June 30, 2009 and December 31, 2008, respectively.

Liquidity and Valuation Risk

Approximately $5 million of our long-term investment portfolio at June 30, 2009 was invested in highly-rated auction-rate securities, compared to approximately $9 million at December 31, 2008. In the three and six months ended June 30, 2009, $1 million and $4 million of auction-rate securities were redeemed at par value, respectively. Auction-rate securities are securities that are structured with short-term interest rate reset dates of generally less than ninety days but with contractual maturities that can be well in excess of ten years. At the end of each reset period, investors can sell or continue to hold the securities at par. These securities are subject to fluctuations in fair value depending on the supply and demand at each auction. If the auctions for the securities we own fail, the investments may not be readily convertible to cash until a future auction of these investments is successful. If the credit rating of either the security issuer or the third-party insurer underlying the investments deteriorates, we may be required to adjust the carrying value of the investment through an impairment charge. In the year ended December 31, 2008, we recorded an impairment charge of $1 million related to a decline in the value of auction-rate securities.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, under the supervision of our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as such terms are defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities and Exchange Act of 1934 (“Disclosure Controls”). Based on this evaluation our Chief Executive Officer and our Chief Financial Officer have concluded that our Disclosure Controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information we are required to disclose in reports that we file or submit under the Securities and Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, 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 Securities and Exchange Commission rules and forms.

Limitations on the Effectiveness of Controls

Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our Disclosure Controls or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and

PART II OTHER INFORMATION


ITEM 1.		*LEGAL PROCEEDINGS*

In October and November 2008, three purported class actions were filed in Delaware Chancery Court against the Company and/or all current members of its Board of Directors arising out of the unsolicited proposal made on October 1, 2008 by Microchip Technology Inc. (“Microchip”) and ON Semiconductor (“ON”) to acquire the Company. The three cases eventually were consolidated with the complaint in Louisiana Municipal Employees Retirement System v. Laub, designated the operative complaint. As initially filed, that complaint had only one cause of action, for breach of fiduciary duty, and asked the court to declare that the directors breached their fiduciary duty by refusing to consider the Microchip/ON offer in good faith, to invalidate any defensive measures that had been taken, and to award an unspecified amount of compensatory damages. Plaintiff filed an Amended Complaint on June 2, 2009 (adding a declaratory judgment claim to its Unocal claim). A trial is scheduled to commence on December 14, 2009. In

addition, in mid-November 2008, a fourth case arising out of the Microchip/ON proposal, Zucker v. Laub, was filed in California in the Superior Court of Santa Clara County. Zucker has been stayed in favor of the Delaware actions. The Company intends to vigorously defend all of these actions.


ITEM 1A.		*RISK FACTORS*

In addition to the other information contained in this Form 10-Q, we have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, or results of operations. Investors should carefully consider the risks described below before making an investment decision. The trading price of our common stock could decline due to any of these risks, and investors may lose all or part of their investment. In addition, these risks and uncertainties may impact the “forward-looking” statements described elsewhere in this Form 10-Q and in the documents incorporated herein by reference. They could also affect our actual results of operations, causing them to differ materially from those expressed in “forward-looking” statements.

OUR REVENUES AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY DUE TO A VARIETY OF FACTORS, WHICH MAY RESULT IN VOLATILITY OR A DECLINE IN OUR STOCK PRICE.

Our future operating results will be subject to quarterly variations based upon a wide variety of factors, many of which are not within our control. These factors include:

•

the nature of both the semiconductor industry and the markets addressed by our products;

•

our transition to a fab-lite strategy;

•

our dependence on selling through distributors;

•

our increased dependence on outside foundries and their ability to meet our volume, quality and delivery objectives, particularly during times of increasing demand along with inventory excesses or shortages due to reliance on third party manufacturers;

•

global economic and political conditions;

•

compliance with U.S. and international trade and export laws and regulations by us and our distributors;

•

fluctuations in currency exchange rates and revenues and costs denominated in foreign currencies;

•

ability of independent assembly contractors to meet our volume, quality and delivery objectives;

•

success with disposal or restructuring activities;

•

fluctuations in manufacturing yields;

•

the average margin of the mix of products we sell;

•

third party intellectual property infringement claims;

•

the highly competitive nature of our markets;

•

the pace of technological change;

•

natural disasters or terrorist acts;

•

assessment of internal controls over financial reporting;

•

ability to meet our debt obligations;

•

availability of additional financing;

•

potential impairment and liquidity of auction-rate securities;

•

our ability to maintain good relationships with our customers;

•

long-term contracts with our customers;

•

integration of new businesses or products;

•

our compliance with international, federal and state, environmental, privacy and other regulations;

•

personnel changes;

•

business interruptions;

•

system integration disruptions;

•

anti-takeover effects in our certificate of incorporation, bylaws and preferred shares rights agreement;

•

the unfunded nature of our foreign pension plans and that any requirement to fund these plans could negatively impact our cash position;

•

the effects of our acquisition strategy, such as unanticipated accounting charges, which may adversely affect our results of operations;

•

utilization of our manufacturing capacity;

•

disruptions to the availability of raw materials which could disrupt our ability to supply products to our customers;

•

costs associated with, and the outcome of, any litigation to which we are, or may become, a party;

•

product liability claims that may arise, which could result in significant costs and damage to our reputation;

•

audits of our income tax returns, both in the U.S. and in foreign jurisdictions; and

•

compliance with economic incentive terms in certain government grants.

Any unfavorable changes in any of these factors could harm our operating results and may result in volatility or a decline in our stock price.

We believe that our future sales will depend substantially on the success of our new products. Our new products are generally incorporated into our customers’ products or systems at their design stage. However, design wins can precede volume sales by a year or more. We may not be successful in achieving design wins or design wins may not result in future revenues, which depend in large part on the success of the customer’s end product or system. The average selling price of each of our products usually declines as individual products mature and competitors enter the market. To offset average selling price decreases, we rely primarily on reducing costs to manufacture those products, increasing unit sales to absorb fixed costs and introducing new, higher priced products which incorporate advanced features or integrated technologies to address new or emerging markets. Our operating results could be harmed if such cost reductions and new product introductions do not occur in a timely manner. From time to time, our quarterly revenues and operating results can become more dependent upon orders booked and shipped within a given quarter and, accordingly, our quarterly results can become less predictable and subject to greater variability.

In addition, our future success will depend in large part on the recovery of global economic growth generally and on growth in various electronics industries that use semiconductors specifically, including manufacturers of computers, telecommunications equipment, automotive electronics, industrial controls, consumer electronics, data networking equipment and military equipment. The semiconductor industry has the ability to supply more products than demand requires. Our ability to be profitable will depend heavily upon a better supply and demand balance within the semiconductor industry.

THE CYCLICAL NATURE OF THE SEMICONDUCTOR INDUSTRY CREATES FLUCTUATIONS IN OUR OPERATING RESULTS.

The semiconductor industry has historically been cyclical, characterized by wide fluctuations in product supply and demand. The industry has also experienced significant downturns, often in connection with, or in anticipation of, maturing product cycles and declines in general economic conditions. Global semiconductor sales increased 9% to $248 billion in 2006, and 3% to $256 billion in 2007. In 2008, global semiconductor sales decreased by 3% to $249 billion and are estimated by the Semiconductor Industry Association to decrease 6% to $234 billion in 2009.

Our operating results have been harmed by industry-wide fluctuations in the demand for semiconductors, which resulted in under-utilization of our manufacturing capacity and declining gross margins. In the past we have recorded significant charges to recognize impairment in the value of our manufacturing equipment, the cost to reduce workforce, and other restructuring costs. Our business may be harmed in the future not only by cyclical conditions in the semiconductor industry as a whole but also by slower growth in any of the markets served by our products.

The semiconductor industry is increasingly characterized by annual seasonality and wide fluctuations of supply and demand. A significant portion of our revenue comes from sales to customers supplying consumer markets and international sales. As a result, our

business may be subject to seasonally lower revenues in particular quarters of our fiscal year. The industry has also been impacted by significant shifts in consumer demand due to economic downturns or other factors, which may result in diminished product demand and production over-capacity. We have experienced substantial quarter-to-quarter fluctuations in revenues and operating results and expect, in the future, to continue to experience short term period-to-period fluctuations in operating results due to general industry or economic conditions.

THE EFFECTS OF THE CURRENT GLOBAL RECESSIONARY MACROECONOMIC ENVIRONMENT MAY IMPACT OUR BUSINESS, OPERATING RESULTS OR FINANCIAL CONDITION.

The current global recessionary macroeconomic environment has impacted levels of consumer spending, caused disruptions and extreme volatility in global financial markets and increased rates of default and bankruptcy. These macroeconomic developments could continue to negatively affect our business, operating results, or financial condition in a number of ways. For example, current or potential customers or distributors may not pay us or may delay paying us for previously purchased products. In addition, if consumer spending continues to decrease, we could experience diminished demand for our products. Finally, if the banking system or the financial 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.

WE COULD EXPERIENCE DISRUPTION OF OUR BUSINESS AS WE TRANSITION TO A FAB-LITE STRATEGY AND INCREASE DEPENDENCE ON OUTSIDE FOUNDRIES, WHERE SUCH FOUNDRIES MAY NOT HAVE ADEQUATE CAPACITY TO FULFILL OUR NEEDS AND MAY NOT MEET OUR QUALITY AND DELIVERY OBJECTIVES OR MAY ABANDON FABRICATION PROCESSES THAT WE REQUIRE.

As part of our fab-lite strategy, we have reduced the number of manufacturing facilities we own. In May 2008, we completed the sale of our North Tyneside, United Kingdom wafer fabrication facility. In December 2008, we sold our wafer fabrication operation in Heilbronn, Germany. In February 2009, we announced our intention to sell our ASIC business, including the Rousset, France wafer fabrication facility. In the future, we will be increasingly relying on the utilization of third-party foundry manufacturing partners. As part of this transition we have expanded and will continue to expand our foundry relationships by entering into new agreements with third-party foundries. If these agreements are not completed on a timely basis, or the transfer of production is delayed for other reasons, the supply of certain of our products could be disrupted, which could harm our business. In addition, difficulties in production yields can often occur when transitioning to a new third-party manufacturer. If such foundries fail to deliver quality products and components on a timely basis, our business could be harmed.

Implementation of our new fab-lite strategy will expose us to the following risks:

•

reduced control over delivery schedules and product costs;

•

manufacturing costs that are higher than anticipated;

•

inability of our manufacturing subcontractors to develop manufacturing methods appropriate for our products and their unwillingness to devote adequate capacity to produce our products;

•

possible abandonment of fabrication processes by our manufacturing subcontractors for products that are strategically important to us;

•

decline in product quality and reliability;

•

inability to maintain continuing relationships with our suppliers;

•

restricted ability to meet customer demand when faced with product shortages; and

•

increased opportunities for potential misappropriation of our intellectual property.

If any of the above risks are realized, we could experience an interruption in our supply chain or an increase in costs, which could delay or decrease our revenue or harm our business.

We hope to mitigate these risks with a strategy of qualifying multiple subcontractors. However, there can be no guarantee that any strategy will eliminate these risks. Additionally, since most outside foundries are located in foreign countries, we are subject to certain risks generally associated with contracting with foreign manufacturers, including currency exchange fluctuations, political and economic instability, trade restrictions and changes in tariff and freight rates. Accordingly, we may experience problems in timelines and the adequacy or quality of product deliveries, any of which could have a material adverse effect on our results of operations.

The terms on which we will be able to obtain wafer production for our products, and the timing and volume of such production will be substantially dependent on future agreements to be negotiated with semiconductor foundries. We cannot be certain that the agreements we reach with such foundries will be on terms reasonable to us. Therefore, any agreements reached with semiconductor foundries may be short-term and possibly non-renewable, and hence provide less certainty regarding the supply and pricing of wafers for our products.

During economic upturns in the semiconductor industry we will not be able to guarantee that our third party foundries will be able to increase manufacturing capacity to a level that meets demand for our products, which would prevent us from meeting increased customer demand and harm our business. Also during times of increased demand for our products, if such foundries are able to meet such demand, it may be at higher wafer prices, which would reduce our gross margins on such products or require us to offset the increased price by increasing prices for our customers, either of which would harm our business and operating results.

OUR REVENUES ARE DEPENDENT ON SELLING THROUGH DISTRIBUTORS.

Sales through distributors accounted for 50% and 47% of our net revenues in the three months ended June 30, 2009 and 2008, respectively, and 49% and 47% in the six months ended June 30, 2009 and 2008, respectively. We market and sell our products through third-party distributors pursuant to agreements that can generally be terminated for convenience by either party upon relatively short notice to the other party. These agreements are non-exclusive and also permit our distributors to offer our competitors’ products.

Our revenue reporting is highly dependent on receiving pertinent, accurate and timely data from our distributors. Distributors provide us periodic data regarding the product, price, quantity, and end customer when products are resold as well as the quantities of our products they still have in stock. Because the data set is large and complex and because there may be errors in the reported data, we must use estimates and apply judgments to reconcile distributors’ reported inventories to their activities. Actual results could vary from those estimates.

We are dependent on our distributors to supplement our direct marketing and sales efforts. If any significant distributor or a substantial number of our distributors terminated their relationship with us, decided to market our competitors’ products over our products, were unable to sell our products or were unable to pay us for products sold for any reason, our ability to bring our products to market would be negatively impacted, we may have difficulty in collecting outstanding receivable balances, and we may incur other charges or adjustments resulting in a material adverse impact to our revenues and operating results. For example, in the three months ended December 31, 2008, we recorded a one time bad debt charge of $12 million related to an Asian distributor whose business was extraordinarily impacted following their addition to the U.S. Department of Commerce Entity List, which prohibits us from shipping products to the distributor.

Additionally, distributors typically maintain an inventory of our products. For certain distributors, we have signed agreements which protect the value of their inventory of our products against price reductions, as well as provide for rights of return under specific conditions. In addition, certain agreements with our distributors also contain standard stock rotation provisions permitting limited levels of product returns. We defer the gross margins on our sales to these distributors until the applicable products are re-sold by the distributors. However, in the event of an unexpected significant decline in the price of our products or significant return of unsold inventory, we may experience inventory write-downs, charges to reimburse costs incurred by distributors, or other charges or adjustments which could harm our revenues and operating results.

WE BUILD SEMICONDUCTORS BASED ON FORECASTED DEMAND, AND AS A RESULT, CHANGES TO FORECASTS FROM ACTUAL DEMAND MAY RESULT IN EXCESS INVENTORY OR OUR INABILITY TO FILL CUSTOMER ORDERS ON A TIMELY BASIS WHICH MAY HARM OUR BUSINESS.

We schedule production and build semiconductor devices based primarily on our internal forecasts, as well as non-binding forecasts from customers for orders which may be cancelled or rescheduled with short notice. Our customers frequently place orders requesting product delivery in a much shorter period than our lead time to fully fabricate and test devices. Because the markets we

serve are volatile and subject to rapid technological, price and end user demand changes, our forecasts of unit quantities to build may be significantly incorrect. Changes to forecasted demand from actual demand may result in us producing unit quantities in excess of orders from customers, which could result in the need to record additional expense for the write-down of inventory, negatively affecting gross margins and results of operations.

As we transition to increased dependence on outside foundries, we will have less control over modifying production schedules to match changes in forecasted demand. If we commit to obtaining foundry wafers and cannot cancel or reschedule commitments without material costs or cancellation penalties, we may be forced to purchase inventory in excess of demand, which could result in a write-down of inventories negatively affecting gross margins and results of operations.

Conversely, failure to produce or obtain sufficient wafers for increased demand could cause us to miss revenue opportunities and, if significant, could impact our customers’ ability to sell products, which could adversely affect our customer relationships and thereby materially adversely affect our business, financial condition and results of operations.

OUR INTERNATIONAL SALES AND OPERATIONS ARE SUBJECT TO APPLICABLE LAWS RELATING TO TRADE AND EXPORT CONTROLS, AND A VIOLATION OF, OR CHANGE IN, THESE LAWS COULD ADVERSELY AFFECT OUR OPERATIONS.

For hardware, software or technology exported from the U.S. or otherwise subject to U.S. jurisdiction, we are subject to U.S. laws and regulations governing international trade and exports, including, but not limited to the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”) and trade sanctions against embargoed countries and destinations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”). Hardware, software and technology exported from other countries may also be subject to local laws and regulations governing international trade. Under these laws and regulations, we are responsible for obtaining all necessary licenses or other approvals, if required, for exports of hardware, software and technology, as well as the provision of technical assistance. We are also required to obtain export licenses, if required, prior to transferring technical data or software to foreign persons. In addition, we are required to obtain necessary export licenses prior to the export or re-export of hardware, software and technology (i) to any person, entity, organization or other party identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons List or the Department of State’s Debarred List; or (ii) for use in nuclear, chemical/biological weapons, rocket systems or unmanned air vehicle applications. We are enhancing our export compliance program, including analyzing product shipments and technology transfers, working with U.S. government officials to ensure compliance with applicable U.S. export laws and regulations and developing additional operational procedures. A determination by the U.S. or local government that we have failed to comply with one or more of these export control laws or trade sanctions, including failure to properly restrict an export to the persons, entities or countries set forth on the government restricted party lists, could result in civil or criminal penalties, including the imposition of significant fines, denial of export privileges, loss of revenues from certain customers, and debarment from participation in U.S. government contracts. Further, a change in these laws and regulations could restrict our ability to export to previously permitted countries, customers, distributors or other third parties. Any one or more of these sanctions or a change in law or regulations could have a material adverse effect on our business, financial condition and results of operations.

WE ARE EXPOSED TO FLUCTUATIONS IN CURRENCY EXCHANGE RATES THAT COULD NEGATIVELY IMPACT OUR FINANCIAL RESULTS AND CASH FLOWS, AND REVENUES AND COSTS DENOMINATED IN FOREIGN CURRENCIES COULD ADVERSELY IMPACT OUR OPERATING RESULTS WITH CHANGES IN THESE FOREIGN CURRENCIES AGAINST THE DOLLAR.

Because a significant portion of our business is conducted outside the United States, we face exposure to adverse movements in foreign currency exchange rates. These exposures may change over time as business practices evolve and could have a material adverse impact on our financial results and cash flows. Our primary exposure relates to operating expenses in Europe, where a significant amount of our manufacturing is located.

currency denominated transactions that occurred in the three and six months ended June 30, 2009 were recorded using the average foreign currency exchange rates in the same period in 2008. Net revenues denominated in the Euro, were 24% and 23% of our total net revenues in the three months ended June 30, 2009 and 2008, respectively. Net revenues denominated in the Euro, were 23% and 22% of our total net revenues in the six months ended June 30, 2009 and 2008, respectively. Net revenues denominated in Yen were 1% of our total net revenues in the three and six months ended June 30, 2009. Costs denominated in foreign currencies, primarily the Euro, were 35% and 48% of our total costs in the three months ended June 30, 2009 and 2008, respectively, and 37% and 49% of our total costs in the six months ended June 30, 2009 and 2008, respectively.

We also face the risk that our accounts receivables denominated in foreign currencies will be devalued if such foreign currencies weaken quickly and significantly against the dollar. Approximately 28% and 30% of our accounts receivables were denominated in foreign currencies as of June 30, 2009 and December 31, 2008, respectively.

WE DEPEND ON INDEPENDENT ASSEMBLY CONTRACTORS WHICH MAY NOT HAVE ADEQUATE CAPACITY TO FULFILL OUR NEEDS AND WHICH MAY NOT MEET OUR QUALITY AND DELIVERY OBJECTIVES.

We currently manufacture a majority of the wafers for our products at our fabrication facilities. The wafers are then sorted and tested at our facilities. After wafer testing, we ship the wafers to one of our independent assembly contractors located in China, Indonesia, Japan, Malaysia, the Philippines, South Korea, Taiwan or Thailand where the wafers are separated into die, packaged and, in some cases, tested. Our reliance on independent contractors to assemble, package and test our products involves significant risks, including reduced control over quality and delivery schedules, the potential lack of adequate capacity and discontinuance or phase-out of the contractors’ assembly processes. These independent contractors may not continue to assemble, package and test our products for a variety of reasons. Moreover, because our assembly contractors are located in foreign countries, we are subject to certain risks generally associated with contracting with foreign suppliers, including currency exchange fluctuations, political and economic instability, trade restrictions, including export controls, and changes in tariff and freight rates. Accordingly, we may experience problems in timelines and the adequacy or quality of product deliveries, any of which could have a material adverse effect on our results of operations.

WE FACE RISKS ASSOCIATED WITH DISPOSAL OR RESTRUCTURING ACTIVITIES.

In May 2008, we completed the sale of our North Tyneside, United Kingdom manufacturing facility. In December 2008, we completed the sale of our wafer fabrication operation in Heilbronn, Germany. In February 2009, we announced our intention to sell our ASIC business, including the Rousset, France wafer fabrication facility. We are continually reviewing potential changes in our business and asset portfolio throughout our worldwide operations, including those located in Europe in order to enhance our overall competitiveness and viability. However, reducing our wafer fabrication capacity involves significant potential costs and delays, particularly in Europe, where the extensive statutory protection of employees imposes substantial restrictions on employers when the market requires downsizing. Such costs and delays include compensation to employees and local government agencies, requirements and approvals of governmental and judicial bodies and the potential requirement to repay governmental subsidies. We have in the past and may in the future experience labor union or workers council objections, or other difficulties, while implementing a reduction of the number of employees. Significant difficulties that we experience could harm our business and operating results, either by deterring needed headcount reduction or by the additional employee severance costs resulting from employee reduction actions in Europe relative to America or Asia.

We continue to evaluate the existing restructuring and asset impairment reserves related to previously implemented restructuring plans. As a result, there may be additional restructuring charges or reversals or recoveries of previous charges. However, we may incur additional restructuring and asset impairment charges in connection with additional restructuring plans adopted in the future. Any such restructuring or asset impairment charges recorded in the future could significantly harm our business and operating results.

OUR INTENTION TO PURSUE STRATEGIC ALTERNATIVES FOR OUR ASIC BUSINESS MAY TRIGGER ASSET IMPAIRMENT CHARGES AND/OR RESULT IN A LOSS ON SALE OF ASSETS.

In the first quarter of 2009, we announced our intention to pursue strategic alternatives for our ASIC business. We have classified the assets and liabilities of the ASIC business unit, including the fabrication facility in Rousset, France, as held for sale as of June 30, 2009. The assets and liabilities held for sale are carried on the condensed consolidated balance sheets at the lower of carrying amount or fair value less costs to sell as of June 30, 2009. There is no assurance that we will be able to sell the ASIC business unit, including

the fabrication facility in Rousset, France, or that we will be able to sell the business at an amount above the carrying amount of the related assets and liabilities. As a result, there can be no assurance that we will not incur future impairment charges or a loss on the sale of assets of the ASIC business.

IF WE ARE UNABLE TO IMPLEMENT NEW MANUFACTURING TECHNOLOGIES OR FAIL TO ACHIEVE ACCEPTABLE MANUFACTURING YIELDS, OUR BUSINESS WOULD BE HARMED.

Whether demand for semiconductors is rising or falling, we are constantly required by competitive pressures in the industry to successfully implement new manufacturing technologies in order to reduce the geometries of our semiconductors and produce more integrated circuits per wafer. We are developing processes that support effective feature sizes as small as 0.13-microns, and we are studying how to implement advanced manufacturing processes with even smaller feature sizes such as 0.065-microns.

Fabrication of our integrated circuits is a highly complex and precise process, requiring production in a tightly controlled, clean environment. Minute impurities, difficulties in the fabrication process, defects in the masks used to print circuits on a wafer or other factors can cause a substantial percentage of wafers to be rejected or numerous die on each wafer to be nonfunctional. Whether through the use of our foundries or third-party manufacturers, we may experience problems in achieving acceptable yields in the manufacture of wafers, particularly during a transition in the manufacturing process technology for our products.

We have previously experienced production delays and yield difficulties in connection with earlier expansions of our wafer fabrication capacity or transitions in manufacturing process technology. Production delays or difficulties in achieving acceptable yields at any of our fabrication facilities or at the fabrication facilities of our third-party manufacturers could materially and adversely affect our operating results. We may not be able to obtain the additional cash from operations or external financing necessary to fund the implementation of new manufacturing technologies.

WE MAY FACE THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT COULD BE COSTLY TO DEFEND AND RESULT IN LOSS OF SIGNIFICANT RIGHTS.

The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights or positions, which on occasion have resulted in significant and often protracted and expensive litigation. We have from time to time received, and may in the future receive, communications from third parties asserting patent or other intellectual property rights covering our products or processes. In the past, we have received specific allegations from major companies alleging that certain of our products infringe patents owned by such companies. In order to avoid the significant costs associated with our defense in litigation involving such claims, we may license the use of the technologies that are the subject of these claims from such companies and be required to make corresponding royalty payments, which may harm our operating results.

We have in the past been involved in intellectual property infringement lawsuits, which harmed our operating results. It is possible that the Company will be involved in other intellectual property infringement lawsuits in the future. The cost of defending against such lawsuits, in terms of management time and attention, legal fees and product delays, can be substantial. Moreover, if such infringement lawsuits are successful, we may be prohibited from using the technologies at issue in the lawsuits, and if we are unable to (1) obtain a license on acceptable terms, (2) license a substitute technology or (3) design new technology to avoid infringement, our business and operating results may be significantly harmed.

We have several cross-license agreements with other companies. In the future, it may be necessary or advantageous for us to obtain additional patent licenses from existing or other parties, but these license agreements may not be available to us on acceptable terms, if at all.

OUR MARKETS ARE HIGHLY COMPETITIVE, AND IF WE DO NOT COMPETE EFFECTIVELY, WE MAY SUFFER PRICE REDUCTIONS, REDUCED REVENUES, REDUCED GROSS MARGINS AND LOSS OF MARKET SHARE.

We compete in markets that are intensely competitive and characterized by rapid technological change, product obsolescence and price decline. Throughout our product line, we compete with a number of large semiconductor manufacturers, such as AMD, Cypress, Freescale, Fujitsu, Hitachi, IBM, Infineon, Intel, LSI Logic, Microchip, Philips, Renesas, Samsung, Sharp, Spansion, STMicroelectronics, Texas Instruments and Toshiba. Some of these competitors have substantially greater financial, technical, marketing and management resources than we do. As we have introduced new products we are increasingly competing directly with these companies, and we may not be able to compete effectively. We also compete with emerging companies that are attempting to sell products in specialized markets that our products address. We compete principally on the basis of the technical innovation and performance of our products, including their speed, density, power usage, reliability and specialty packaging alternatives, as well as on

price and product availability. During the last several years, we have experienced significant price competition in several business segments, especially in our nonvolatile memory segment for EPROM, Serial EEPROM and Flash memory products, as well as in our commodity microcontrollers and smart cards. We expect continuing competitive pressures in our markets from existing competitors and new entrants, new technology and cyclical demand, which, among other factors, will likely maintain the recent trend of declining average selling prices for our products.

In addition to the factors described above, our ability to compete successfully depends on a number of factors, including the following:

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our success in designing and manufacturing new products that implement new technologies and processes;

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our ability to offer integrated solutions using our advanced nonvolatile memory process with other technologies;

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the rate at which customers incorporate our products into their systems;

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product introductions by our competitors;

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the number and nature of our competitors in a given market;

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the incumbency of our competitors as potential new customers;

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our ability to minimize production costs by outsourcing our manufacturing, assembly and testing functions; and

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general market and economic conditions.

Many of these factors are outside of our control, and may cause us to be unable to compete successfully in the future.

WE MUST KEEP PACE WITH TECHNOLOGICAL CHANGE TO REMAIN COMPETITIVE.

The average selling prices of our products historically have decreased over the products’ lives and are expected to continue to do so. As a result, our future success depends on our ability to develop and introduce new products which compete effectively on the basis of price and performance and which address customer requirements. We are continually designing and commercializing new and improved products to maintain our competitive position. These new products typically are more technologically complex than their predecessors, and thus have increased potential for delays in their introduction.

The success of new product introductions is dependent upon several factors, including timely completion and introduction of new product designs, achievement of acceptable fabrication yields and market acceptance. Our development of new products and our customers’ decisions to design them into their systems can take as long as three years, depending upon the complexity of the device and the application. Accordingly, new product development requires a long-term forecast of market trends and customer needs, and the successful introduction of our products may be adversely affected by competing products or by technologies serving the markets addressed by our products. Our qualification process involves multiple cycles of testing and improving a product’s functionality to ensure that our products operate in accordance with design specifications. If we experience delays in the introduction of new products, our future operating results could be harmed.

In addition, new product introductions frequently depend on our development and implementation of new process technologies, and our future growth will depend in part upon the successful development and market acceptance of these process technologies. Our integrated solution products require more technically sophisticated sales and marketing personnel to market these products successfully to customers. We are developing new products with smaller feature sizes, the fabrication of which will be substantially more complex than fabrication of our current products. If we are unable to design, develop, manufacture, market and sell new products successfully, our operating results will be harmed. Our new product development, process development or marketing and sales efforts may not be successful, our new products may not achieve market acceptance and price expectations for our new products may not be achieved, any of which could harm our business.

OUR OPERATING RESULTS ARE HIGHLY DEPENDENT ON OUR INTERNATIONAL SALES AND OPERATIONS, WHICH EXPOSES US TO VARIOUS POLITICAL AND ECONOMIC RISKS.

international sales will continue to represent a significant portion of net revenues. International sales and operations are subject to a variety of risks, including:

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greater difficulty in protecting intellectual property;

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reduced flexibility and increased cost of staffing adjustments, particularly in France;

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longer collection cycles;

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potential unexpected changes in regulatory practices, including export license requirements, trade barriers, tariffs and tax laws, and environmental and privacy regulations; and

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general economic and political conditions in these foreign markets.

Some of our distributors, third-party foundries and other business partners also have international operations and are subject to the risks described above. Even if we are able to manage the risks of international operations successfully, our business may be materially adversely affected if our distributors, third-party foundries and other business partners are not able to manage these risks successfully.

Further, we purchase a significant portion of our raw materials and equipment from foreign suppliers, and we incur labor and other operating costs in foreign currencies, particularly at our French manufacturing facility. As a result, our costs will fluctuate along with the currencies and general economic conditions in the countries in which we do business, which could harm our operating results.

Approximately 25% and 24% of our net revenues in the three months ended June 30, 2009 and 2008, respectively, and 24% and 23% of our net revenues in the six months ended June 30, 2009 and 2008, respectively, were denominated in foreign currencies. Operating costs denominated in foreign currencies, primarily the Euro, were 39% and 48% of our total operating costs in the three months ended June 30, 2009 and 2008, respectively, and 41% and 49% in the six months ended June 30, 2009 and 2008, respectively.

OUR OPERATIONS AND FINANCIAL RESULTS COULD BE HARMED BY NATURAL DISASTERS OR TERRORIST ACTS.

Since the terrorist attacks on the World Trade Center and the Pentagon in 2001, certain insurance coverage has either been reduced or made subject to additional conditions by our insurance carriers, and we have not been able to maintain all necessary insurance coverage at a reasonable cost. Instead, we have relied to a greater degree on self-insurance. For example, we now self-insure property losses up to $10 million per event. Our headquarters, some of our manufacturing facilities, the manufacturing facilities of third party foundries and some of our major vendors’ and customers’ facilities are located near major earthquake faults and in potential terrorist target areas. If a major earthquake, other disaster or a terrorist act impacts us and insurance coverage is unavailable for any reason, we may need to spend significant amounts to repair or replace our facilities and equipment, we may suffer a temporary halt in our ability to manufacture and transport products and we could suffer damages of an amount sufficient to harm our business, financial condition and results of operations.

A LACK OF EFFECTIVE INTERNAL CONTROL OVER FINANCIAL REPORTING COULD RESULT IN AN INABILITY TO ACCURATELY REPORT OUR FINANCIAL RESULTS, WHICH COULD LEAD TO A LOSS OF INVESTOR CONFIDENCE IN OUR FINANCIAL REPORTS AND HAVE AN ADVERSE EFFECT ON OUR STOCK PRICE.

Effective internal controls are necessary for us to provide reliable financial reports. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed. We have in the past discovered, and may in the future discover, deficiencies in our internal controls. Evaluations of the effectiveness of our internal controls in the future may lead our management to determine that internal control over financial reporting is no longer effective. Such conclusions may result from our failure to implement controls for changes in our business, or deterioration in the degree of compliance with our policies or procedures.

A failure to maintain effective internal control over financial reporting, including a failure to implement effective new controls to address changes in our business could result in a material misstatement of our consolidated financial statements or otherwise cause us to fail to meet our financial reporting obligations. This, in turn, could result in a loss of investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price.

OUR DEBT LEVELS COULD HARM OUR ABILITY TO OBTAIN ADDITIONAL FINANCING, AND OUR ABILITY TO MEET OUR DEBT OBLIGATIONS WILL BE DEPENDENT UPON OUR FUTURE PERFORMANCE.

As of June 30, 2009, our total debt was $119 million, compared to $145 million at December 31, 2008. Our debt-to-equity ratio was 0.75 and 0.91 at June 30, 2009 and December 31, 2008, respectively. Increases in our debt-to-equity ratio could adversely affect our ability to obtain additional financing for working capital, acquisitions or other purposes and make us more vulnerable to industry downturns and competitive pressures.

Certain of our debt facilities contain terms that subject us to financial and other covenants. We were in compliance with all of our covenants as of June 30, 2009.

From time to time our ability to meet our debt obligations will depend upon our ability to raise additional financing and on our future performance and ability to generate substantial cash flow from operations, which will be subject to financial, business and other factors affecting our operations, many of which are beyond our control. If we are unable to meet debt obligations or otherwise are obliged to repay any debt prior to its due date, our available cash would be depleted, perhaps seriously, and our ability to fund operations harmed. In addition, our ability to service long-term debt in the U.S. or to obtain cash for other needs from our foreign subsidiaries may be structurally impeded, as a substantial portion of our operations are conducted through our foreign subsidiaries. Our cash flow and ability to service debt are partially dependent upon the liquidity and earnings of our subsidiaries as well as the distribution of those earnings, or repayment of loans or other payments of funds by those subsidiaries, to the U.S. parent corporation. These foreign subsidiaries are separate and distinct legal entities and may have limited or no obligation, contingent or otherwise, to pay any amount to us, whether by dividends, distributions, loans or any other form.

WE MAY NEED TO RAISE ADDITIONAL CAPITAL THAT MAY NOT BE AVAILABLE.

We intend to continue to make capital investments to support new products and manufacturing processes that achieve manufacturing cost reductions and improved yields. We may seek additional equity or debt financing to fund operations, strategic transactions, or other projects. The timing and amount of such capital requirements cannot be precisely determined at this time and will depend on a number of factors, including demand for products, product mix, changes in semiconductor industry conditions and competitive factors. Additional debt or equity financing may not be available when needed or, if available, may not be available on satisfactory terms.

A PORTION OF OUR INVESTMENT PORTFOLIO IS INVESTED IN AUCTION-RATE SECURITIES. FAILURES IN THESE AUCTIONS MAY AFFECT OUR LIQUIDITY, AND RATING DOWNGRADES OF THE SECURITY ISSUER AND/OR THE THIRD PARTIES INSURING SUCH INVESTMENTS MAY REQUIRE US TO ADJUST THE CARRYING VALUE OF THESE INVESTMENTS THROUGH AN IMPAIRMENT CHARGE.

Approximately $5 million of our investment portfolio at June 30, 2009 was invested in auction-rate securities. Auction-rate securities are securities that are structured with short-term interest rate reset dates of generally less than ninety days but with contractual maturities that can be well in excess of ten years. At the end of each reset period, investors can sell or continue to hold the securities at par. These securities are subject to fluctuations in fair value depending on the supply and demand at each auction. These auction-rate securities have failed auctions in the six months ended June 30, 2009. If the auctions for the securities we own continue to fail, the investments may not be readily convertible to cash until a future auction of these investments is successful. If the credit rating of either the security issuer or the third-party insurer underlying the investments deteriorates, we may be required to adjust the carrying value of the investment through an impairment charge.

PROBLEMS THAT WE EXPERIENCE WITH KEY CUSTOMERS OR DISTRIBUTORS MAY HARM OUR BUSINESS.

Our ability to maintain close, satisfactory relationships with large customers is important to our business. A reduction, delay, or cancellation of orders from our large customers would harm our business. The loss of one or more of our key customers, or reduced orders by any of our key customers, could harm our business and results of operations. Moreover, our customers may vary order levels significantly from period to period, and customers may not continue to place orders with us in the future at the same levels as in prior periods.

We sell many of our products through distributors. Our distributors could experience financial difficulties, including lack of access to credit, or otherwise reduce or discontinue sales of our products. Our distributors could commence or increase sales of our competitors’ products. Distributors typically are not highly capitalized and may experience difficulties during times of economic contraction. If our distributors were to become insolvent, their inability to maintain their business and sales could negatively impact our business and revenue. Also, one or more of our distributors or their affiliates may be identified in the future on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List, in which case we would not be permitted to sell our

products through such distributors. In any of these cases, our business or results from operations could be materially harmed. For example, in the three months ended December 31, 2008, we took a one-time charge for a bad debt provision of $12 million related to an Asian distributor whose business was impacted following their addition to the U.S. Department of Commerce Entity List, which prohibits us from shipping products to the distributor.

Our sales terms for Asian distributors generally include no rights of return and no stock rotation privileges. However, as we evaluate how to refine our distribution strategy, we may need to modify our sales terms or make changes to our distributor base, which may impact our future revenues in this region. It may take time for us to convert systems and processes to support modified sales terms. It may also take time for us to identify financially viable distributors and help them develop high quality support services. There can be no assurances that we will be able to manage these changes in an efficient and timely manner, or that our net revenues, result of operations and financial position will not be negatively impacted as a result.

WE ARE NOT PROTECTED BY LONG-TERM CONTRACTS WITH OUR CUSTOMERS.

We do not typically enter into long-term contracts with our customers, and we cannot be certain as to future order levels from our customers. When we do enter into a long-term contract, the contract is generally terminable at the convenience of the customer. In the event of an early termination by one of our major customers, it is unlikely that we will be able to rapidly replace that revenue source, which would harm our financial results.

OUR FAILURE TO SUCCESSFULLY INTEGRATE BUSINESSES OR PRODUCTS WE HAVE ACQUIRED COULD DISRUPT OR HARM OUR ONGOING BUSINESS.

We have from time to time acquired, and may in the future acquire additional, complementary businesses, facilities, products and technologies. For example, we acquired Quantum Research Group Ltd. (“Quantum”) in March 2008 for $96 million, which was subsequently increased to $105 million due to contingent consideration earned. Achieving the anticipated benefits of an acquisition depends, in part, upon whether the integration of the acquired business, products or technology is accomplished in an efficient and effective manner. Moreover, successful acquisitions in the semiconductor industry may be more difficult to accomplish than in other industries because such acquisitions require, among other things, integration of product offerings, manufacturing operations and coordination of sales and marketing and research and development efforts. The difficulties of such integration may be increased by the need to coordinate geographically separated organizations, the complexity of the technologies being integrated, and the necessity of integrating personnel with disparate business backgrounds and combining two different corporate cultures.

The integration of operations following an acquisition requires the dedication of management resources that may distract attention from the day-to-day business and may disrupt key research and development, marketing or sales efforts. The inability of management to successfully integrate any future acquisition could harm our business. Furthermore, products acquired in connection with acquisitions may not gain acceptance in our markets, and we may not achieve the anticipated or desired benefits of such transactions.

In addition, under U.S. GAAP, we are required to review our intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. In addition, we are required to review our goodwill and indefinite-lived intangible assets on an annual basis. If presently unforeseen events or changes in circumstances arise which indicate that the carrying value of our goodwill or other intangible assets may not be recoverable, we will be required to perform impairment reviews of these assets. An impairment review could result in a write-down of all or a portion of these assets to their fair values. We intend to perform an annual impairment review during the fourth quarter of each year or more frequently if we believe indicators of impairment exist. In light of the large carrying value associated with our goodwill and intangible assets, any write-down of these assets may result in a significant charge to our condensed consolidated statement of operations in the period any impairment is determined and could cause our stock price to decline.

WE ARE SUBJECT TO ENVIRONMENTAL REGULATIONS, WHICH COULD IMPOSE UNANTICIPATED REQUIREMENTS ON OUR BUSINESS IN THE FUTURE. ANY FAILURE TO COMPLY WITH CURRENT OR FUTURE ENVIRONMENTAL REGULATIONS MAY SUBJECT US TO LIABILITY OR SUSPENSION OF OUR MANUFACTURING OPERATIONS.

We are subject to a variety of international, federal, state and local governmental regulations related to the discharge or disposal of toxic, volatile or otherwise hazardous chemicals used in our manufacturing processes. Increasing public attention has been focused on the environmental impact of semiconductor operations. Although we have not experienced any material adverse effect on our operations from environmental regulations, any changes in such regulations or in their enforcement may impose the need for additional capital equipment or other requirements. If for any reason we fail to control the use of, or to restrict adequately the

discharge of, hazardous substances under present or future regulations, we could be subject to substantial liability or our manufacturing operations could be suspended.

We also could face significant costs and liabilities in connection with product take-back legislation. We record a liability for environmental remediation and other environmental costs when we consider the costs to be probable and the amount of the costs can be reasonably estimated. The European Union (“EU”) has enacted the Waste Electrical and Electronic Equipment Directive, which makes producers of electrical goods, including computers and printers, financially responsible for specified collection, recycling, treatment and disposal of past and future covered products. The deadline for the individual member states of the EU to enact the directive in their respective countries was August 13, 2004 (such legislation, together with the directive, the “WEEE Legislation”). Producers participating in the market became financially responsible for implementing these responsibilities beginning in August 2005. Our potential liability resulting from the WEEE Legislation may be substantial. Similar legislation has been or may be enacted in other jurisdictions, including in the United States, Canada, Mexico, China and Japan, the cumulative impact of which could be significant.

WE DEPEND ON CERTAIN KEY PERSONNEL, AND THE LOSS OF ANY KEY PERSONNEL MAY SERIOUSLY HARM OUR BUSINESS.

Our future success depends in large part on the continued service of our key technical and management personnel, and on our ability to continue to attract and retain qualified employees, particularly those highly skilled design, process and test engineers involved in the manufacture of existing products and in the development of new products and processes. The competition for such personnel is intense, and the loss of key employees, none of whom is subject to an employment agreement for a specified term or a post-employment non-competition agreement, could harm our business.

BUSINESS INTERRUPTIONS COULD HARM OUR BUSINESS.

Our operations are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure and other events beyond our control. We do not have a detailed disaster recovery plan. In addition, business interruption insurance may not be enough to compensate us for losses that may occur and any losses or damages incurred by us as a result of business interruptions could significantly harm our business.

SYSTEM INTEGRATION DISRUPTIONS COULD HARM OUR BUSINESS.

We periodically make enhancements to our integrated financial and supply chain management systems. This process is complex, time-consuming and expensive. Operational disruptions during the course of this process or delays in the implementation of these enhancements could impact our operations. Our ability to forecast sales demand, ship products, manage our product inventory and record and report financial and management information on a timely and accurate basis could be impaired while we are making these enhancements.

PROVISIONS IN OUR RESTATED CERTIFICATE OF INCORPORATION, BYLAWS AND PREFERRED SHARES RIGHTS AGREEMENT MAY HAVE ANTI-TAKEOVER EFFECTS.

Certain provisions of our Restated Certificate of Incorporation, our Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders. Our board of directors has the authority to issue up to 5 million shares of preferred stock and to determine the price, voting rights, preferences and privileges and restrictions of those shares without the approval of our stockholders. The rights of the holders of common stock will be subject to, and may be harmed by, the rights of the holders of any shares of preferred stock that may be issued in the future. The issuance of preferred stock may delay, defer or prevent a change in control, by making it more difficult for a third party to acquire a majority of our stock. In addition, the issuance of preferred stock could have a dilutive effect on our stockholders. We have no present plans to issue shares of preferred stock.

We also have a preferred shares rights agreement with Equiserve Trust Company, N.A., as rights agent, dated as of September 4, 1998, amended and restated on October 18, 1999 and amended as of November 7, 2001 and November 10, 2008, which gives our stockholders certain rights that would likely delay, defer or prevent a change of control of Atmel in a transaction not approved by our board of directors.

OUR FOREIGN PENSION PLANS ARE UNFUNDED, AND ANY REQUIREMENT TO FUND THESE PLANS IN THE FUTURE COULD NEGATIVELY IMPACT OUR CASH POSITION AND OPERATING CAPITAL.

We sponsor defined benefit pension plans that cover substantially all our French and German employees. Plan benefits are managed in accordance with local statutory requirements. Benefits are based on years of service and employee compensation levels. Pension benefits payable totaled $27 million at June 30, 2009 and December 31, 2008. The plans are non-funded, in compliance with local statutory regulations, and we have no immediate intention of funding these plans. Benefits are paid when amounts become due, commencing when participants retire. Cash funding for benefits paid in the first half of 2009 was less than $0.1 million, and we expect to pay approximately $1 million in 2009. Should legislative regulations require complete or partial funding of these plans in the future, it could negatively impact our cash position and operating capital.

FUTURE ACQUISITIONS MAY RESULT IN UNANTICIPATED ACCOUNTING CHARGES OR OTHERWISE ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND RESULT IN DIFFICULTIES IN ASSIMILATING AND INTEGRATING THE OPERATIONS, PERSONNEL, TECHNOLOGIES, PRODUCTS AND INFORMATION SYSTEMS OF ACQUIRED COMPANIES OR BUSINESSES, OR BE DILUTIVE TO EXISTING STOCKHOLDERS.

A key element of our business strategy includes expansion through the acquisitions of businesses, assets, products or technologies that allow us to complement our existing product offerings, expand our market coverage, increase our skilled engineering workforce or enhance our technological capabilities. Between January 1, 1999 and December 31, 2008, we acquired four companies and certain assets of three other businesses. We continually evaluate and explore strategic opportunities as they arise, including business combination transactions, strategic partnerships, and the purchase or sale of assets, including tangible and intangible assets such as intellectual property. For example, on March 6, 2008, we completed the purchase of Quantum, a developer of capacitive sensing IP and solutions for user interfaces.

Acquisitions may require significant capital infusions, typically entail many risks and could result in difficulties in assimilating and integrating the operations, personnel, technologies, products and information systems of acquired companies or businesses. We have in the past experienced and may in the future experience, delays in the timing and successful integration of an acquired company’s technologies and product development through volume production, unanticipated costs and expenditures, changing relationships with customers, suppliers and strategic partners, or contractual, intellectual property or employment issues. In addition, key personnel of an acquired company may decide not to work for us. The acquisition of another company or its products and technologies may also require us to enter into a geographic or business market in which we have little or no prior experience. These challenges could disrupt our ongoing business, distract our management and employees, harm our reputation and increase our expenses. These challenges are magnified as the size of the acquisition increases. Furthermore, these challenges would be even greater if we acquired a business or entered into a business combination transaction with a company that was larger and more difficult to integrate than the companies we have historically acquired.

Acquisitions may require large one-time charges and can result in increased debt or contingent liabilities, adverse tax consequences, additional stock-based compensation expense and the recording and later amortization of amounts related to certain purchased intangible assets, any of which items could negatively impact our results of operations. In addition, we may record goodwill in connection with an acquisition and incur goodwill impairment charges in the future. Any of these charges could cause the price of our common stock to decline. Effective January 1, 2009, we adopted Statement of Financial Accounting Standards No, 141(R), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) will have an impact on our consolidated financial statements, depending upon the nature, terms and size of the acquisitions we consummate in the future.

Acquisitions or asset purchases made entirely or partially for cash may reduce our cash reserves. We may seek to obtain additional cash to fund an acquisition by selling equity or debt securities. Any issuance of equity or convertible debt securities may be dilutive to our existing stockholders.

We cannot assure you that we will be able to consummate any pending or future acquisitions or that we will realize any anticipated benefits from these acquisitions. We may not be able to find suitable acquisition opportunities that are available at attractive valuations, if at all. Even if we do find suitable acquisition opportunities, we may not be able to consummate the acquisitions on commercially acceptable terms, and any decline in the price of our common stock may make it significantly more difficult and expensive to initiate or consummate additional acquisitions.

We are required under U.S. GAAP to test goodwill for possible impairment on an annual basis and at any other time that circumstances arise indicating the carrying value may not be recoverable. At June 30, 2009, we had $57 million of goodwill. We completed our annual test of goodwill impairment in the fourth quarter of 2008 and concluded that we did not have any impairment at that time. However, if we continue to see deterioration in the global economy and the current market conditions in the semiconductor industry worsen, the carrying amount of our goodwill may no longer be recoverable, and we may be required to record a material impairment charge, which would have a negative impact on our results of operations.

WE MAY NOT BE ABLE TO EFFECTIVELY UTILIZE ALL OF OUR MANUFACTURING CAPACITY, WHICH MAY NEGATIVELY IMPACT OUR BUSINESS.

The manufacture and assembly of semiconductor devices requires significant fixed investment in manufacturing facilities, specialized equipment, and a skilled workforce. If we are unable to fully utilize our own fabrication facilities due to decreased demand, significant shift in product mix, obsolescence of the manufacturing equipment installed, lower than anticipated manufacturing yields, or other reasons, our operating results will suffer. Our inability to produce at anticipated output levels could include delays in the recognition of revenue, loss of revenue or future orders or customer-imposed penalties for failure to meet contractual shipment deadlines.

Our operating results are also adversely affected when we operate at production levels below optimal capacity. Lower capacity utilization results in certain costs being charged directly to expense and lower gross margins. During 2007, we lowered production levels significantly at our North Tyneside, United Kingdom manufacturing facility to avoid building more inventory than we were forecasting orders for. As a result, operating costs for these periods were higher than in prior periods negatively impacting gross margins. We closed our North Tyneside manufacturing facility in the first quarter of 2008. In addition, other Atmel manufacturing facilities could experience conditions requiring production levels to be reduced below optimal capacity levels. If we are unable to operate our manufacturing facilities at optimal production levels, our operating costs will increase and gross margin and results from operations will be negatively impacted. Gross margins were negatively impacted in the first six months of 2009 primarily due to factory under utilization costs, as well as higher per-unit costs, resulting from reduced factory loading at our wafer fabrication and test facilities. We reduced our wafer fabrication utilization rates to approximately 50% in the first six months of 2009, compared to approximately 80% in the first six months of 2008. Charges related to under-capacity reduced gross margin by approximately $8 million or 3% and $13 million or 2% of net revenues in the three and six months ended June 30, 2009.

Atmel manufacturing facilities could experience conditions in the future requiring production levels to be reduced below optimal capacity levels. If we are unable to operate our manufacturing facilities at optimal production levels, our operating costs will increase and gross margin and results from operations will be negatively impacted.

DISRUPTIONS TO THE AVAILABILITY OF RAW MATERIALS CAN DISRUPT OUR ABILITY TO SUPPLY PRODUCTS TO OUR CUSTOMERS, WHICH COULD SERIOUSLY HARM OUR BUSINESS.

The manufacture of semiconductor devices requires specialized raw materials, primarily certain types of silicon wafers. We generally utilize more than one source to acquire these wafers, but there are only a limited number of qualified suppliers capable of producing these wafers in the market. The raw materials and equipment necessary for our business could become more difficult to obtain as worldwide use of semiconductors in product applications increases. We have experienced supply shortages from time to time in the past, and on occasion our suppliers have told us they need more time than expected to fill our orders. Any significant interruption of the supply of raw materials could harm our business.

WE COULD FACE PRODUCT LIABILITY CLAIMS THAT RESULT IN SIGNIFICANT COSTS AND DAMAGE TO REPUTATION WITH CUSTOMERS, WHICH WOULD NEGATIVELY IMPACT OUR OPERATING RESULTS.

All of our products are sold with a limited warranty. However, we could incur costs not covered by our warranties, including additional labor costs, costs for replacing defective parts, reimbursement to customers for damages incurred in correcting their defective products, costs for product recalls or other damages. These costs could be disproportionately higher than the revenue and profits we receive from the sales of these devices.

Our products have previously experienced, and may in the future experience, manufacturing defects, software or firmware bugs, or other similar defects. If any of our products contain defects or bugs, or have reliability, quality or compatibility problems, our reputation may be damaged and customers may be reluctant to buy our products, which could materially and adversely affect our ability to retain existing customers and attract new customers. In addition, these defects or bugs could interrupt or delay sales or shipment of our products to our customers.

We have implemented significant quality control measures to mitigate this risk; however, it is possible that products shipped to our customers will contain defects or bugs. In addition, these problems may divert our technical and other resources from other development efforts. If any of these problems are not found until after we have commenced commercial production of a new product, we may be required to incur additional costs or delay shipments for revenue, which would negatively affect our business, financial condition and results of operations.

THE OUTCOME OF CURRENTLY ONGOING AND FUTURE AUDITS OF OUR INCOME TAX RETURNS, BOTH IN THE U.S. AND IN FOREIGN JURISDICTIONS, COULD HAVE AN ADVERSE EFFECT ON OUR NET INCOME AND FINANCIAL CONDITION.

We are subject to continued examination of our income tax returns by the Internal Revenue Service and other foreign/domestic tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. While we believe that the resolution of these audits will not have a material adverse impact on our results of operations, cash flows or financial position, the outcome is subject to significant uncertainties. If we are unable to obtain agreements with the tax authority on the various proposed adjustments, there could be an adverse material impact on our results of operations, cash flows and financial position.

IF WE ARE UNABLE TO COMPLY WITH ECONOMIC INCENTIVE TERMS IN CERTAIN GOVERNMENT GRANTS, WE MAY NOT BE ABLE TO RECEIVE OR RECOGNIZE GRANT BENEFITS OR WE MAY BE REQUIRED TO REPAY GRANT BENEFITS PREVIOUSLY PAID TO US AND RECOGNIZE RELATED CHARGES, WHICH WOULD ADVERSELY AFFECT OUR OPERATING RESULTS AND FINANCIAL POSITION.

We receive economic incentive grants and allowances from European governments targeted at increasing employment at specific locations. The subsidy grant agreements typically contain economic incentive and other covenants that must be met to receive and retain grant benefits. Noncompliance with the conditions of the grants could result in the forfeiture of all or a portion of any future amounts to be received, as well as the repayment of all or a portion of amounts received to date. For example, in the three months ended March 31, 2008, we repaid $40 million of government grants as a result of closing our North Tyneside manufacturing facility. In addition, we may need to record charges to reverse grant benefits recorded in prior periods as a result of changes to our plans for headcount, project spending, or capital investment relative to target levels agreed with government agencies at any of these specific locations. If we are unable to comply with any of the covenants in the grant agreements, our results of operations and financial position could be materially adversely affected.

CURRENT AND FUTURE LITIGATION AGAINST US COULD BE COSTLY AND TIME CONSUMING TO DEFEND.

We are subject to legal proceedings and claims that arise in the ordinary course of business. Litigation may result in substantial costs and may divert management’s attention and resources, which may seriously harm our business, results of operations, financial condition and liquidity.

For example, in October 2008, officials of the EU Commission (the “Commission”) conducted an inspection at the offices of one of our French subsidiaries. We have been informed that the Commission was seeking evidence of potential violations by us or our subsidiaries of the EU’s competition laws in connection with the Commission’s investigation of suppliers of integrated circuits for smart cards. We are cooperating with the Commission’s investigation and have not received any specific findings, monetary demand or judgment through the date of filing.


ITEM 2.		*UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS*

None.


ITEM 3.		*DEFAULTS UPON SENIOR SECURITIES*

None.


ITEM 4.		*SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*

At our Annual Meeting of Stockholders held on May 20, 2009, proxies representing 417,406,791 shares of Common Stock or approximately 92.6% of the total outstanding shares were present at the meeting. The table below presents the voting results of the election of the Company’s Board of Directors:


	Total Votes For		Total Votes Against
Steven Laub		359,068,369		57,054,511
Tsung-Ching Wu		360,851,903		55,356,405
David Sugishita		343,761,831		72,308,572
Papken Der Torossian		353,031,895		62,754,193
Jack L. Saltich		345,809,522		69,891,232
Charles Carinalli		353,560,309		62,199,750
Dr. Edward Ross		354,490,027		61,311,464

The stockholders approved the amendment to the 2005 Stock Plan to, among other things, to allow for a one-time stock option exchange program for employees other than named executive officers. The proposal received 231,259,550 votes for, 124,546,184 votes against, 330,125 abstentions, and 61,270,932 broker non-votes.

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year 2009. The proposal received 406,752,077 votes for, 9,888,112 votes against, 766,594 abstentions, and no broker non-votes.


ITEM 5.		*OTHER INFORMATION*

Not applicable.


ITEM 6.		*EXHIBITS*

The following Exhibits have been filed with, or incorporated by reference into, this Report:

3.1		Amended and Restated Bylaws of Atmel Corporation as of April 8, 2009 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Commission File No. 0-19032) filed on April 14, 2009).

10.1		2005 Stock Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Commission File No. 0-19032) filed on May 27, 2009).

10.2		2005 Stock Plan forms of option agreement.

10.3		2005 Stock Plan forms of restricted stock unit agreement.

10.4		2005 Stock Plan forms of performance restricted stock unit agreement.

10.5		Amendment and Restatement of Employment Agreement, effective as of May 31, 2009 and dated as of June 3, 2009, between Registrant and Steven Laub.

10.6		Change of Control and Severance Plan.

10.7		Form of indemnification agreement.

10.8		Description of Fiscal 2009 Executive Bonus Plan (which is incorporated herein by reference to Item 5.02 to the Registrant’s Current Report on Form 8-K (Commission File No. 0-19032) filed on June 23, 2009).

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a).

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a).

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EXHIBIT INDEX

3.1		Amended and Restated Bylaws of Atmel Corporation as of April 8, 2009 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Commission File No. 0-19032) filed on April 14, 2009).

10.1		2005 Stock Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Commission File No. 0-19032) filed on May 27, 2009).

10.2		2005 Stock Plan forms of option agreement.

10.3		2005 Stock Plan forms of restricted stock unit agreement.

10.4		2005 Stock Plan forms of performance restricted stock unit agreement.

10.5		Amendment and Restatement of Employment Agreement, effective as of May 31, 2009 and dated as of June 3, 2009, between Registrant and Steven Laub.

10.6		Change of Control and Severance Plan.

10.7		Form of indemnification agreement.

10.8		Description of Fiscal 2009 Executive Bonus Plan (which is incorporated herein by reference to Item 5.02 to the Registrant’s Current Report on Form 8-K (Commission File No. 0-19032) filed on June 23, 2009).

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a).

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a).

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


	Page
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)		3
CONDENSED CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2009 AND DECEMBER 31, 2008		3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008		4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008		5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		33
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		47
ITEM 4. CONTROLS AND PROCEDURES		49
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		51
ITEM 1A. RISK FACTORS		52
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		67
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		67
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		67
ITEM 5. OTHER INFORMATION		68
ITEM 6. EXHIBITS		68
SIGNATURES		69
EXHIBITS		70
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-31.1
EX-31.2
EX-32.1
EX-32.2


	ATMEL CORPORATION(Registrant)
August 10, 2009	/s/ STEVEN LAUB
	Steven Laub
	President & Chief Executive Officer (Principal Executive Officer)


August 10, 2009	/s/ STEPHEN CUMMING
	Stephen Cumming
	Vice President Finance & Chief Financial Officer (Principal Financial Officer)


August 10, 2009	/s/ DAVID MCCAMAN
	David McCaman
	Vice President Finance & Chief Accounting Officer (Principal Accounting Officer)