ARM Holdings plc 110 Fulbourn Road Cambridge CB1 9NJ United Kingdom Telephone +44 (0)1223 400400 Facsimile +44 (0)1223 400410 www.arm.com twitter: @ARMCommunity pinterest: ARMLtd facebook.com/ARMfans youtube.com/armflix ENABLING INNOVATION EVERYWHERE ARM Holdings plc Annual Report 2013: Strategic Report ARM Holdings plc Strategic Report 2013 WELCOME TO OUR STRATEGIC REPORT ARM’s Annual Report is in two parts. The Strategic Report contains The Governance and Financial Report contains the details about information about the Group, how we make money and how we run how we run the business and remunerate management, and how we the business. It includes our strategy, business model, markets and organise ourselves financially. key performance indicators, as well as our approach to governance, sustainability and risk management, and a summary of our Online you can find more information about our end markets, including financial management. case studies about how our technology is used in our customers’ products. A more detailed Corporate Responsibility report is also A copy of the Governance and Financial Report can be downloaded available online. from www.arm.com/reporting2013. STRATEGIC GovERNANCE AND ONLINE REporT FINANCIAL REPORT REporTING Our Vision Governance Front cover Most major population centres are covered Operational highlights 2 Chairman’s introduction by 3G or 4G networks, and there were Financial highlights 3 Board of Directors more than two billion smartphones and tablets connecting to the internet in 2013. Chairman’s review 4 Corporate governance With some mobile computers now costing as little as $35, many more people can Chief Executive’s statement 6 Directors’ report afford to buy a smart device. An entry- Directors remuneration report level mobile computer may have up to Our Performance four ARM®-based chips. Our marketplace 14 Financial Report Downloads Our business model 16 Independent auditors’ report to the More information about ARM and our members of ARM Holdings plc end market opportunities are available Our global reach 18 on our web site. Consolidated income statement Strategy and key performance Reports available online: indicators 20 Consolidated statement of comprehensive income Strategic Report Mobile computing 32 Consolidated balance sheet Governance and Financial Report Enterprise infrastructure 34 Consolidated cash flow statement Corporate Responsibility report Embedded computing 36 Consolidated statement of changes Our Commitment in shareholders’ equity Governance 38 Notes to the financial statements Sustainability 44 Company balance sheet/UK GAAP Risk Management and principal risks 47 Notes to the financial statements/ UK GAAP Our Financial Report Independent auditors’ report to the www.arm.com/reporting2013 Financial Report 52 members of ARM Holdings plc Glossary and Group directory Glossary Group directory Key shareholder information ARM technology now reaches around 75% of people in the world, with chips based on our technology driving billions of products every day. To date more than 50 billion ARM-based chips have been shipped, and our Partners are shipping more than 2.5 billion every quarter. Our vision is to enable everyone to use technology to innovate and create new products and business models. From students to start-ups to thought-leading companies, we are enabling people and devices to connect in ways that have never been possible before. ARM works in partnership with global companies to develop products that will help to make the world a better place for everyone. This report and my statement on pages 6-11 help bring this vision to life. Simon Segars Chief Executive Officer 1 ARM Holdings plc 10Bn Strategic Report 2013 400M OPERATIONAL HIGHLIGHTS AchIEVING MORE 10Bn 121 licences 50 companies signed 121 licences. By the end of 2013 121 ARM has signed more than 1,000 licences with 348 400M companies. 1100BnBn 10 billion ARM-based chips st ARM’s customers reported that they had shipped more 110Bn 64 than 10 billion ARM-based chips into everything from 121 BitBn MM10 phones and tablets to smart sensors and servers. This 400400 takes the cumulative total of ARM-based chips shipped to over 50 billion 400M 400 million ARM-based chips with st MaliTM graphics 14001stM 64 ARM’s Mali graphics processor brings games and 112121 Bit user interfaces to life with stunning 3D graphics 121 1st ARMv8-based chip shipped 1st1st21st The ARMv8-A architecture adds 64-bit computing, 11 6464 amongst other advances, and is suitable for a wide 20nm BitBit range of devices from mobile phones to servers. st 64 TM 1 st 1st ARM big.LITTLE technology-based 1 Bit 64 chip shipped 2011stnmst Bit big.LITTLE technology further improves performance in 441 energy-efficient computing devices, and first shipped in the Samsung Exynos family of chips 1st ARM hired net 441 full-time employees in 2013 1st More than 70% of these new employees joined 441 nmnm our R&D teams 2020 20nm 2 44120441nm 441 441 Our Vision Our Performance Our Commitment Our Financial Report FINANCIAL HIGHLIGHTS A PLATFORM FOR GROWTH Revenues Revenues $1,118m £715m +22% +24% Normalised Operating Margin IFRS Operating Margin 49% 21% Includes exceptional items of £101 million. Normalised EPS IFRS EPS 20.6p 7.4p +40% -35% Includes exceptional items of £101 million. Cash Generation Full Year Dividend £345m 5.7p +29% +27% 3 ARM Holdings plc Strategic Report 2013 CHAIRMAN’S REVIEW INNovATING FOR THE DIGITAL WORLD SIR JohN BuchANAN Chairman Smart and connected digital devices are increasingly being used Overview of the year by billions of people all over the world, and ARM’s technology 2013 was another successful year for ARM. During 2013, Group revenue grew 22% to is at the heart of many of the chips used in today’s electronic $1,117.7 million (£714.6 million). This growth products. Our strategy is to develop and license technology that enabled us to invest in both R&D and the business infrastructure that underpins future leading semiconductor companies can then incorporate into growth, at the same time as improving their silicon chips. These chips go into a wide range of mobile, profitability and increasing returns to shareholders. By balancing increased long-term consumer and embedded electronics from sensors to servers. investment plans with improving profitability in the near term, we were able to increase the We are committed to hiring and developing some of the most dividend by 27% to 5.7 pence per share. innovative and imaginative engineers who, together with The 121 licences that we signed in 2013 supporting teams, can develop and deploy next generation demonstrate that we have a portfolio of processors and enabling technologies to our Partners. processors and supporting technologies that enable companies to build their products for future electronic devices. From our customers’ royalty reports, we know that they shipped more than 10 billion ARM- based chips in 2013 (a 20% increase over 2012), as they see increasing demand for low-power smart products from consumers and enterprises. 2014 will bring exciting opportunities and challenges as ARM competes in new markets where we are well positioned to succeed with our leading technology, innovative business model and thriving ecosystem of Partners. 4 Our Vision Our Performance Our Commitment Our Financial Report The knowledge and creativity of our people and the ability to deliver customer satisfaction in an increasingly demanding and competitive environment are the key determinants of our success. ARM’s clear business strategy continues to The ARM team on many of the early ARM processors, serve the Group well, as demonstrated by The knowledge and creativity of our people as well as EVP Worldwide Sales and EVP the innovation and quality of our products, and the ability to deliver customer satisfaction Business Development. He joined the Board and also in the leadership, talent development in an increasingly demanding and competitive in January 2005, and as President of ARM had and strong culture of the organisation. environment are the key determinants of our operational responsibility for the company’s Whilst innovation thrives throughout the wide success. We continue to attract outstanding IP divisions. Simon’s proven technology range of mutually beneficial partnerships that people and in 2013 we hired a net 441 expertise and management skills across a make up the ARM Connected Community, additional employees, the majority of them range of senior executive roles made him we must not underestimate the challenges of engineers working in processor design and an excellent choice for CEO and he is highly the wider economic environment, nor of the software development. These new hires were qualified to take the Group forward. strength and quality of the competition in the a mix of new graduates and experienced Chairman succession markets we serve. talent from all over the world. In January 2014, ARM announced my decision Success in a challenging environment CEO succession to step down from the ARM Board due to ARM is developing technology for the mobile In March 2013 ARM announced that a medical condition. My successor is Stuart and embedded computing applications and our Warren East, ARM’s CEO since 2001, had Chambers, who brings board and executive latest products are opening up markets such decided to retire effective from 1 July 2013. experience both in the UK and globally gained as servers and enterprise networking. ARM is Simon Segars, previously ARM’s President through his executive and non-executive roles facing well-funded competition in both these became the Group’s CEO from that date. with global companies. It has been a great new areas and also in the mobile computing privilege to serve as Chairman of ARM and I market where ARM has a large share. Warren helped to transform ARM during have greatly enjoyed my time on the Board of his time as CEO. In 2001, ARM had one this fine company.