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2012
                                                                                                                          www.bdo.com




                                                                                                      Contact:
                                                                                                      Tim Clackett
                                                                                                      Los Angeles
                                                                                                      310-557-8201 / tclackett@bdo.com

                                                                                                      Slade Fester
                                                                                                      San Jose
                                                                                                      408-352-1951 / sfester@bdo.com

                                                                                                      Hank Galligan
                                                                                                      Boston
                                                                                                      617-422-7521 / hgalligan@bdo.com

                                                                                                      Aftab Jamil
                                                                                                      Silicon Valley
                                                                                                      408-352-1999 / ajamil@bdo.com


Supply and Demand: Potent                                                                             Doug Sirotta
                                                                                                      Silicon Valley

Risks for Tech Companies                                                                              408-278-0220 / dsirotta@bdo.com


in 2012
                                                                                                      Ryan Starkes
                                                                                                      Woodbridge
                                                                                                      732-734-1011 / rstarkes@bdo.com

 The 2012 BDO RiskFactor Report for Technology Businesses examines the risk                           David Yasukochi
 factors listed in the most recent SEC 10-K filings of the 100 largest publicly                       Orange County
                                                                                                      714-913-2597 / dyasukochi@bdo.com
 traded U.S. technology companies. The risk factors were analyzed and ranked in
 order of frequency cited.




I                                                   u  atural Disasters,
                                                     N
   n the past year, a number of events
   highlighted the significance of certain
   business and operational risks facing
                                                    Breaches Heighten
technology companies and the need for               Prospect of Business
effective risk management policies. Natural         Interruption
disasters and political unrest exposed the          Tech companies across the globe were put on
vulnerabilities of integrated supply chains.        notice when a devastating earthquake hobbled
And a still-sluggish economy heightened             Japan’s Fukushima Daiichi nuclear reactor last
uncertainty over demand for new products            year. The subsequent fallout, as well as severe
and services. To stave off fierce competition       flooding in Thailand, storms in the Philippines
in the year ahead, executives will drive            and prolonged conflict across the Middle East
innovation, albeit cautiously, while diversifying   and North Africa—all of which compromised
supplier networks in an effort to insulate their    essential infrastructure—highlighted for many
companies from future shocks to the global          in the industry the risk of sudden business
economic system.                                    interruptions. Two years ago, just over half
                                                                                       Read more
2   BDO 2012 RiskFactor Report for Technology Businesses




“Data breaches can be very costly to the business and have a significant negative impact on a company’s reputation and
brand. Leading companies are looking for ways to manage the risk associated with both cyber security and sole-sourced
supplier relationships,” said Clark Schweers, managing director at BDO Consulting and head of the firm’s Insurance
Claim Services practice.



of companies (55 percent) cited natural
disasters, wars and terrorist attacks among       Business Interruption Risks Loom Large
their concerns; this year, nearly nine-in-10
companies (88 percent) named the same             100%
factors as risks to their business operations.
                                                  90%
Concerns over data security and breaches
of technology also skyrocketed this year,         80%
as a slew of hacking incidents rattled tech
companies, credit card giants and government      70%
agencies. Seventy-one percent of companies
                                                  60%
listed technology breaches and data
security as risk factors in 2012, up nearly 30
                                                  50%
percentage points from 2010, when just 44
percent of companies cited similar concerns.      40%

                                                  30%
u upply Chain
 S                                                                 2010                             2011                        2012
Disruptions Remain a
                                                                Natural disasters, war, conflicts
Concern
The tech industry’s growing reliance on                         Maintenance of infrastructure and information systems
third-party suppliers is reflected in rising                    Breaches of technology and data security
concerns over both potential disruptions to
those networks (88 percent) and the financial
well-being of vendors (64 percent). Ongoing
disputes over “rare earth” metals and the         Supply Chain Risks Continue to Escalate
rising cost of raw materials also served to
heighten supply chain-related risks. Tech         100%
companies would be wise to further diversify       90%
their suppliers in the year ahead to protect       80%
against potential disruptions.
                                                   70%
                                                   60%
u  ew Product
 N
                                                   50%
Development Pressures
                                                   40%
Mounting
                                                   30%
Tech companies are increasingly concerned
about the R&D phase of product                     20%
development. With a constant stream of             10%
new products and software updates flooding
                                                    0%
the market, tech companies must innovate                           2010                             2011                        2012
or risk losing market share to competitors.
For the fifth year in a row, competition is the                 Supplier and vendor concerns
top-ranked risk factor, and tech companies                      Equipment failure and product liability
also note rising concerns over their ability to                 Credit worthiness and financial risk of suppliers and vendors
develop new, innovative products and services                   Price and availability of raw materials
to meet growing customer demand.


                                                                                                                                    Read more
BDO 2012 RiskFactor Report for Technology Businesses         3




“Technology is moving so fast now, that the product lifespan has shrunk dramatically and that’s a fundamental business
risk,” Aftab Jamil, partner and national director of the Technology & Life Sciences Practice at BDO USA, told The Wall
Street Journal. “If you misread what those trends are or your timing is not aligned with what the market demands, there will
be consequences for that.”



u  ounting Legal
 M                                                    Product Development Risks Rise Amid Heavy Competition for Customers
Challenges Raise
Visibility of IP                                      100%
Infringement                                           90%
Intellectual property (IP) infringement
concerns among tech companies rose again               80%
this year. Eighty percent of companies said
they were wary of IP infringement, likely              70%
bolstered by a slew of high-profile legal
battles and continued focus on patent                  60%
violations in China. With the specter of IP
breaches at record levels for the study, it is no      50%
                                                                         2010                         2011                      2012
surprise that tech companies say they are also
increasingly prepared to face litigation in the                      Competition
year ahead; 83 percent cited legal proceedings
as a risk.                                                           Development of new products and services
                                                                     Customer demand
u  ngoing Legislative
 O
Changes, Accounting
Challenges Cause
Anxiety
Concerns over government regulations are at
                                                    bring more capital into the market and enable     “Acquisitions are a key strategy for
                                                    more acquirers. Amid heavy deal activity,
an all-time study high. With the presidential                                                         companies to grow and thus increase
                                                    more companies (88 percent, up from 85
election looming, a cyber security bill pending,                                                      their value. However, acquisitions can
                                                    percent in 2011) cite concerns over their
and continued challenges around the roll out
of the Dodd-Frank Act top of mind, nearly all
                                                    ability to successfully complete and integrate    be risky, and if the fit is not right, then
                                                    acquisitions. Tech companies are also more        the acquiring company could alienate
companies (98 percent) cite regulation as a
                                                    wary of anti-takeover and change-in-control
risk. Compliance with new revenue recognition                                                         the new employees and ultimately do
                                                    provisions that may make it more difficult for
rules and other accounting challenges likely
contributed to the 19 percent increase in
                                                    a third party to acquire them, even though        more harm than good,” said Thomas
                                                    it may be favorable to shareholders. Thirty-      Zambito, senior vice president at
companies noting concern over accounting
                                                    eight percent of companies cite these risks,
standards and maintaining effective internal
                                                    up from 28 percent in 2011. With acquisition      BDO Valuation Advisors.
controls (69 percent versus 58 percent in
                                                    a key strategy this year, access to capital
2011).
                                                    and financing remains a top priority. While
                                                    the BDO 2012 Technology Outlook Survey
u ompetition Fuels M&A
 C                                                  found that tech CFOs are more confident in
                                                    their ability to access capital this year, most
Activity as Liquidity                               companies (69 percent) continue to safeguard
Concerns Linger                                     themselves against a volatile market by noting
The tech industry is primed for another uptick      access to financing as a risk.
in acquisition activity. Facebook’s Instagram
deal is fueling competition among the major
industry leaders to grow patent portfolios,
and the recently passed JOBS Act aims to


                                                                                                                                        Read more
4     BDO 2012 RiskFactor Report for Technology Businesses




 The Top 20 Risk Factors of the 100 Largest U.S. Technology Companies
    2012
                                                                                                     2012       2011       2010
    Rank
     1.       Competition and consolidation in tech sector; pricing
                                                                                                     99%         97%        94%
              pressures
     2.       U.S. general economic concerns                                                         98%         96%        93%
     2t.      Federal, state or local regulations                                                    98%         96%        88%
     4.       Failure to develop or market new products or services                                  93%         88%        94%
     5.       Predicting customer demand and interest, innovation                                     91%        85%        63%
     6.       U.S. and foreign supplier/vendor and distribution concerns                             88%         86%        75%
     6t.      Failure to properly execute corporate strategy                                         88%         93%        68%
     6t.      Management of current and future M&A or divestitures                                   88%         85%        86%
     6t.      Natural disasters, war, conflicts and terrorist attacks                                88%         81%        55%
    10.       Threats to international operations                                                    85%         85%        83%
     11.      Legal proceedings                                                                      83%         86%        80%
    12.       Ability to attract or retain key personnel                                             82%         82%        83%
    13.       Intellectual property infringement                                                     80%         79%        74%
    13t.      Equipment failure and product liability                                                80%         75%        64%
    15.       Cyclical revenue and stock fluctuation                                                  76%        70%        57%
    16.       Inability to maintain operational infrastructure and systems                            73%        68%        42%
     17.      Breaches in technology security or privacy                                              71%        57%        44%
    18.       Inability to acquire capital or financing                                              69%         68%        55%
    18t.      Accounting, international controls and Sarbanes-Oxley
                                                                                                     69%         58%        54%
              compliance
    20.       Credit or financial risk of customers, vendors or suppliers                            64%         61%        48%

t – indicates a tie in the risk factor ranking




    About the Technology & Life Sciences Practice at BDO USA, LLP
    BDO has been a valued business advisor to technology and life sciences companies for over 100 years. The firm works with a wide variety of technology and life sciences
    clients, ranging from multinational Fortune 500 corporations to more entrepreneurial businesses, on myriad accounting, tax and other financial issues.

    About BDO
    BDO is the brand name for BDO USA, LLP, a U.S. professional services firm providing assurance, tax, financial advisory and consulting services to a wide range of publicly
    traded and privately held companies. For more than 100 years, BDO has provided quality service through the active involvement of experienced and committed
    professionals. The firm serves clients through more than 40 offices and more than 400 independent alliance firm locations nationwide. As an independent Member Firm
    of BDO International Limited, BDO serves multinational clients through a global network of 1,118 offices in 135 countries.  
    BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the
    international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. For more information,
    please visit: www.bdo.com. 
    Material discussed is meant to provide general information and should not be acted upon without first obtaining professional advice appropriately tailored to your individual circumstances.

    To ensure compliance with Treasury Department regulations, we wish to inform you that any tax advice that may be contained in this communication (including any attachments) is not intended
    or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax or (ii) promoting, marketing or
    recommending to another party any tax-related matters addressed herein.

    © 2012 BDO USA, LLP. All rights reserved. www.bdo.com

                                                                                                                                                                                         Read more

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Risk Factor Report

  • 1. 2012 www.bdo.com Contact: Tim Clackett Los Angeles 310-557-8201 / tclackett@bdo.com Slade Fester San Jose 408-352-1951 / sfester@bdo.com Hank Galligan Boston 617-422-7521 / hgalligan@bdo.com Aftab Jamil Silicon Valley 408-352-1999 / ajamil@bdo.com Supply and Demand: Potent Doug Sirotta Silicon Valley Risks for Tech Companies 408-278-0220 / dsirotta@bdo.com in 2012 Ryan Starkes Woodbridge 732-734-1011 / rstarkes@bdo.com The 2012 BDO RiskFactor Report for Technology Businesses examines the risk David Yasukochi factors listed in the most recent SEC 10-K filings of the 100 largest publicly Orange County 714-913-2597 / dyasukochi@bdo.com traded U.S. technology companies. The risk factors were analyzed and ranked in order of frequency cited. I u  atural Disasters, N n the past year, a number of events highlighted the significance of certain business and operational risks facing Breaches Heighten technology companies and the need for Prospect of Business effective risk management policies. Natural Interruption disasters and political unrest exposed the Tech companies across the globe were put on vulnerabilities of integrated supply chains. notice when a devastating earthquake hobbled And a still-sluggish economy heightened Japan’s Fukushima Daiichi nuclear reactor last uncertainty over demand for new products year. The subsequent fallout, as well as severe and services. To stave off fierce competition flooding in Thailand, storms in the Philippines in the year ahead, executives will drive and prolonged conflict across the Middle East innovation, albeit cautiously, while diversifying and North Africa—all of which compromised supplier networks in an effort to insulate their essential infrastructure—highlighted for many companies from future shocks to the global in the industry the risk of sudden business economic system. interruptions. Two years ago, just over half  Read more
  • 2. 2 BDO 2012 RiskFactor Report for Technology Businesses “Data breaches can be very costly to the business and have a significant negative impact on a company’s reputation and brand. Leading companies are looking for ways to manage the risk associated with both cyber security and sole-sourced supplier relationships,” said Clark Schweers, managing director at BDO Consulting and head of the firm’s Insurance Claim Services practice. of companies (55 percent) cited natural disasters, wars and terrorist attacks among Business Interruption Risks Loom Large their concerns; this year, nearly nine-in-10 companies (88 percent) named the same 100% factors as risks to their business operations. 90% Concerns over data security and breaches of technology also skyrocketed this year, 80% as a slew of hacking incidents rattled tech companies, credit card giants and government 70% agencies. Seventy-one percent of companies 60% listed technology breaches and data security as risk factors in 2012, up nearly 30 50% percentage points from 2010, when just 44 percent of companies cited similar concerns. 40% 30% u upply Chain S 2010 2011 2012 Disruptions Remain a Natural disasters, war, conflicts Concern The tech industry’s growing reliance on Maintenance of infrastructure and information systems third-party suppliers is reflected in rising Breaches of technology and data security concerns over both potential disruptions to those networks (88 percent) and the financial well-being of vendors (64 percent). Ongoing disputes over “rare earth” metals and the Supply Chain Risks Continue to Escalate rising cost of raw materials also served to heighten supply chain-related risks. Tech 100% companies would be wise to further diversify 90% their suppliers in the year ahead to protect 80% against potential disruptions. 70% 60% u  ew Product N 50% Development Pressures 40% Mounting 30% Tech companies are increasingly concerned about the R&D phase of product 20% development. With a constant stream of 10% new products and software updates flooding 0% the market, tech companies must innovate 2010 2011 2012 or risk losing market share to competitors. For the fifth year in a row, competition is the Supplier and vendor concerns top-ranked risk factor, and tech companies Equipment failure and product liability also note rising concerns over their ability to Credit worthiness and financial risk of suppliers and vendors develop new, innovative products and services Price and availability of raw materials to meet growing customer demand.  Read more
  • 3. BDO 2012 RiskFactor Report for Technology Businesses 3 “Technology is moving so fast now, that the product lifespan has shrunk dramatically and that’s a fundamental business risk,” Aftab Jamil, partner and national director of the Technology & Life Sciences Practice at BDO USA, told The Wall Street Journal. “If you misread what those trends are or your timing is not aligned with what the market demands, there will be consequences for that.” u  ounting Legal M Product Development Risks Rise Amid Heavy Competition for Customers Challenges Raise Visibility of IP 100% Infringement 90% Intellectual property (IP) infringement concerns among tech companies rose again 80% this year. Eighty percent of companies said they were wary of IP infringement, likely 70% bolstered by a slew of high-profile legal battles and continued focus on patent 60% violations in China. With the specter of IP breaches at record levels for the study, it is no 50% 2010 2011 2012 surprise that tech companies say they are also increasingly prepared to face litigation in the Competition year ahead; 83 percent cited legal proceedings as a risk. Development of new products and services Customer demand u  ngoing Legislative O Changes, Accounting Challenges Cause Anxiety Concerns over government regulations are at bring more capital into the market and enable “Acquisitions are a key strategy for more acquirers. Amid heavy deal activity, an all-time study high. With the presidential companies to grow and thus increase more companies (88 percent, up from 85 election looming, a cyber security bill pending, their value. However, acquisitions can percent in 2011) cite concerns over their and continued challenges around the roll out of the Dodd-Frank Act top of mind, nearly all ability to successfully complete and integrate be risky, and if the fit is not right, then acquisitions. Tech companies are also more the acquiring company could alienate companies (98 percent) cite regulation as a wary of anti-takeover and change-in-control risk. Compliance with new revenue recognition the new employees and ultimately do provisions that may make it more difficult for rules and other accounting challenges likely contributed to the 19 percent increase in a third party to acquire them, even though more harm than good,” said Thomas it may be favorable to shareholders. Thirty- Zambito, senior vice president at companies noting concern over accounting eight percent of companies cite these risks, standards and maintaining effective internal up from 28 percent in 2011. With acquisition BDO Valuation Advisors. controls (69 percent versus 58 percent in a key strategy this year, access to capital 2011). and financing remains a top priority. While the BDO 2012 Technology Outlook Survey u ompetition Fuels M&A C found that tech CFOs are more confident in their ability to access capital this year, most Activity as Liquidity companies (69 percent) continue to safeguard Concerns Linger themselves against a volatile market by noting The tech industry is primed for another uptick access to financing as a risk. in acquisition activity. Facebook’s Instagram deal is fueling competition among the major industry leaders to grow patent portfolios, and the recently passed JOBS Act aims to  Read more
  • 4. 4 BDO 2012 RiskFactor Report for Technology Businesses The Top 20 Risk Factors of the 100 Largest U.S. Technology Companies 2012 2012 2011 2010 Rank 1. Competition and consolidation in tech sector; pricing 99% 97% 94% pressures 2. U.S. general economic concerns 98% 96% 93% 2t. Federal, state or local regulations 98% 96% 88% 4. Failure to develop or market new products or services 93% 88% 94% 5. Predicting customer demand and interest, innovation 91% 85% 63% 6. U.S. and foreign supplier/vendor and distribution concerns 88% 86% 75% 6t. Failure to properly execute corporate strategy 88% 93% 68% 6t. Management of current and future M&A or divestitures 88% 85% 86% 6t. Natural disasters, war, conflicts and terrorist attacks 88% 81% 55% 10. Threats to international operations 85% 85% 83% 11. Legal proceedings 83% 86% 80% 12. Ability to attract or retain key personnel 82% 82% 83% 13. Intellectual property infringement 80% 79% 74% 13t. Equipment failure and product liability 80% 75% 64% 15. Cyclical revenue and stock fluctuation 76% 70% 57% 16. Inability to maintain operational infrastructure and systems 73% 68% 42% 17. Breaches in technology security or privacy 71% 57% 44% 18. Inability to acquire capital or financing 69% 68% 55% 18t. Accounting, international controls and Sarbanes-Oxley 69% 58% 54% compliance 20. Credit or financial risk of customers, vendors or suppliers 64% 61% 48% t – indicates a tie in the risk factor ranking About the Technology & Life Sciences Practice at BDO USA, LLP BDO has been a valued business advisor to technology and life sciences companies for over 100 years. The firm works with a wide variety of technology and life sciences clients, ranging from multinational Fortune 500 corporations to more entrepreneurial businesses, on myriad accounting, tax and other financial issues. About BDO BDO is the brand name for BDO USA, LLP, a U.S. professional services firm providing assurance, tax, financial advisory and consulting services to a wide range of publicly traded and privately held companies. For more than 100 years, BDO has provided quality service through the active involvement of experienced and committed professionals. The firm serves clients through more than 40 offices and more than 400 independent alliance firm locations nationwide. As an independent Member Firm of BDO International Limited, BDO serves multinational clients through a global network of 1,118 offices in 135 countries.   BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. For more information, please visit: www.bdo.com.  Material discussed is meant to provide general information and should not be acted upon without first obtaining professional advice appropriately tailored to your individual circumstances. To ensure compliance with Treasury Department regulations, we wish to inform you that any tax advice that may be contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein. © 2012 BDO USA, LLP. All rights reserved. www.bdo.com  Read more