UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): February 5, 2009
InterDigital, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 1-11152 23-1882087
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
781 Third Avenue, King of Prussia, Pennsylvania 19406-1409
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 610-878-7800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
The slide presentation attached hereto as Exhibit 99.1 will be presented by InterDigital, Inc. at the 16th Annual Emerald Groundhog Day Investment Forum at the Radisson Plaza – Warwick Hotel in Philadelphia on February 5, 2009. This presentation may be used by the company at future investor conferences or meetings.
The information in this report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Investor presentation of InterDigital, Inc. dated February 2009
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INTERDIGITAL, INC.
By: /s/ Jannie K. Lau
Jannie K. Lau
Associate General Counsel, SEC
Dated: February 5, 2009
EXHIBIT INDEX
Exhibit No. Description
99.1
Investor presentation of InterDigital, Inc. dated February 2009
Exhibit 99.1
February 2009 Positioned to Capitalize on Growth in 3G Market
2 (c) 2009 InterDigital, Inc. All rights reserved. This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding InterDigital, Inc.'s current beliefs, plans and expectations as to: (i) future results, projections and trends; (ii) our strategy; (iii) our 3G revenue growth potential and the growth potential of our 3G patent licensing program; (iv) future global mobile device sales and market opportunities; (v) our SlimChip(tm) mobile broadband modem solutions and the competitive advantages of such solutions; and (vi) selective acquisitions and investment opportunities. Such statements are subject to the "safe harbor" created by those sections. Words such as "believe," "continue to," "develop," "driving," "emerging," "enabling," "estimate," "exceeds," "expect," "future," "goal," "growth," "increase," "initiative," "intend," "invent," "may," "opportunity," "position," "potential," "projected," "recurring," variations of any such words and similar expressions, and graphical charts and timelines representing future estimates or events are intended to identify such forward-looking statements. Actual results and events may differ materially from those described in any forward-looking statement as a result of certain risks and uncertainties, including, without limitation: (i) the market relevance of our technologies; (ii) changes in the needs, availability, pricing and features of competitive technologies and product offerings as well as those of strategic partners or consumers; (iii) unanticipated technical or resource difficulties or delays related to further development of our technologies and products; (iv) our ability to leverage or enter into new customer agreements, strategic relationships or complimentary investment opportunities on acceptable terms; (v) our ability to enter into additional patent license agreements; (vi) changes in expenses related to our technology offerings and operations; (vii) potential difficulties in the production of our SlimChip family of offerings; (viii) whether we have the appropriate financial assets and/or cash flows; (ix) unfavorable outcomes in patent disputes and the expense of defending our intellectual property rights; (x) changes in the market share and sales performance of our primary licensees, and any delay in receipt of quarterly royalty reports from our licensees; and (xi) changes or inaccuracies in market projections, as well as other risks and uncertainties, including those detailed from time to time in our Securities and Exchange Commission filings. We undertake no obligation to update any forward-looking statement contained herein. This presentation includes various "non-GAAP financial measures," as that term is defined in Regulation G promulgated by the Securities and Exchange Commission, which are reconciled to GAAP financial measures at the end of this presentation.
3 (c) 2009 InterDigital, Inc. All rights reserved. Shaping the Future of Digital Wireless Technologies Contribute to Standards License Patents Develop Wireless Products 35 Year Digital Cellular Technology Pioneer Thousands of patents worldwide Inventions used in every mobile device Key Contributor to Standards 2G, 3G, and the future - 4G and beyond Wireless LAN & Mobility/Convergence Mobile Broadband Modem Solutions High performance baseband ICs, modem IP, and complete reference platforms Highly Successful Licensor Patents have generated ~ $2.0 billion in cash Licensing leading manufacturers
4 (c) 2009 InterDigital, Inc. All rights reserved. The Mobile Device Market Opportunity Over 1.3 Billion Handsets Expected to Ship by 2012 70% to be 3G Sixty Percent of 3G Handsets Expected to be HSxPA by 2012 Our Goal - Secure Cash Flow On Every 3G Mobile Device Millions of units Source: Strategy Analytics, July 2007
5 (c) 2009 InterDigital, Inc. All rights reserved. A History of Innovation... Starting in the early 1980s, developed key inventions used in 2G systems today: Fundamental system architecture Roaming and handoff techniques Distributed base station technologies In the early 1990s, continued pioneering work with 3G systems and developed key inventions relating to, among other things: Power control Handoff Pilot codes Multi-channel arrangements Today, driving technology evolution in LTE and advanced 802 technologies Over a quarter century of advanced R&D, amassed a large patent portfolio worldwide covering 2G/3G cellular and emerging technologies 3,000+ Patents Issued Worldwide and growing Ranked 141 among companies worldwide with patents issued from USPTO in 2007
6 (c) 2009 InterDigital, Inc. All rights reserved. ..Drives Solid Financial Results Solid Financial Performance - First Nine Months 2008 Net income of $22.4 million, or $0.48 per share $77 million free cash flow* Repurchased $73 million of common stock Recent Samsung Announcement $400 million Agreement Resolves 2G dispute and establishes new license 3G agreement for sales through 2012 Positioned for growth 50% of 3G devices sold under license from InterDigital Majority of revenue driven by growing 3G market Operating leverage in business model SlimChip(tm) Modem Opportunities InterDigital defines "free cash flow" as operating cash flow less purchases of property, equipment, technology licenses, and investments in patents.
7 (c) 2009 InterDigital, Inc. All rights reserved. Global Reach These trademarks are the sole property of their respective owners. Sampling of customers, licensees, and strategic relationships
8 (c) 2009 InterDigital, Inc. All rights reserved. Solid Recurring Licensing Royalty Revenue ** ** Excludes revenues for past sales $ in Millions * Due to a transition in revenue recognition, includes only 3 quarters of per unit royalties
9 (c) 2009 InterDigital, Inc. All rights reserved. Strong Free Cash Flow* Drives Shareholder Value Solid Balance Sheet $ in Millions $ in Millions Returning Value to Shareholders & Investing in the Business * InterDigital defines "free cash flow" as operating cash flow less purchases of property and equipment, technology licenses, and investments in patents.
10 (c) 2009 InterDigital, Inc. All rights reserved. 2G 3G / Mobile Broadband Basic Mobile Phones Feature/Smart Phones Data-Centric Devices Projected Annual Mobile Device Shipments (M units) Emerging mobile broadband segment exceeds 400M units in 2012 Feature phones exceed 1B units and smart phones reach 250M units in 2012 Plays to our strengths in high- performance modem technology Source: Strategy Analytics, July 2007 Flexible Solutions for Distinct Market Segments Modem IP Reference Platforms Baseband ICs InterDigital SlimChip(tm) Family of Offerings
11 (c) 2009 InterDigital, Inc. All rights reserved. Enabling Mobile Broadband Devices 2006 2007 2008 High Performance Baseband ICs Reference Platforms 2G/3G dual mode baseband modem with HSDPA/HSUPA Mobile Broadband IP NXP (formerly Philips): 3G HSDPA IC design Infineon: WCDMA/HSDPA protocol stack General Dynamics: 3G WCDMA modem Spreadtrum: 3G modem Enabling high-volume semiconductor suppliers Enabling mobile device manufacturers 2005 Pre-certified chipsets, software, and reference designs InterDigital SlimChip(tm) Mobile Broadband Modem Solutions
12 (c) 2009 InterDigital, Inc. All rights reserved. Key InterDigital Takeaways Leading Developer of Digital Wireless Technology Consistent track record of successful innovation and licensing programs with top tier OEMs Advanced family of SlimChip modem solutions Influential member of multiple standards bodies Large, diversified and high value patent portfolio: 3,000+ patents issued and nearly 9,000 pending Strong 3G patent portfolio and established licensing programs Multiple Opportunities to Drive Growth 3G royalties from new and existing licensees Significant operating leverage Product initiative a substantial longer-term growth opportunity Selective acquisition and investment opportunities
13 (c) 2009 InterDigital, Inc. All rights reserved. 3G Revenue Growth Potential $950 $700 $475 $240 $1.00 $1,425 $1,050 $700 $350 $1.50 $1,900 $1,425 $950 $475 $2.00 Potential Annual Revenue per 3G device in 2012 ($ millions) 25% 50% 75% 100% Patent position drives market penetration Product drives value per device Today, we have 50% of 3G mobile devices sold under license
February 2009 Positioned to Capitalize on Growth in 3G Market
Appendix
16 (c) 2009 InterDigital, Inc. All rights reserved. Licensees as of February 2009 Alcatel Espana American Telephone and Telegraph Company (AT&T) Apple Inc. Arima Communications Corporation ASUSTeK Computer Danger Inc. Denso Corporation Giant Electronics, Ltd. High Tech Computer (HTC) Hitachi Ltd. Hop-On Wireless, Inc. Hughes Network Systems Inc. Infineon Technologies AG Iwatsu America Inc. iWOW Connections Pte Ltd Japan Radio Kokusai Electric Co. Ltd. Kyocera Corporation LG Electronics Inc. Lucent Technologies Inc. Matsushita Communication Industrial Co. Ltd. (Panasonic) Mitsubishi Electric Corporation ModeLabs Group Nakayo Telecommunications, Inc. NEC Corporation Nokia Corporation Oki Electric Industry Co. Ltd. Option NV Pacific Communication Sciences, Inc. Pegatron Corporation Qualcomm Incorporated Quanta Computer Inc. Research In Motion Limited Robert Bosch GmbH Samsung Electronics Co. Ltd. Sanyo Electric Co. Ltd. Sharp Corporation Shintom Company Ltd. Siemens Aktiengesellschaft Sierra Wireless, Inc. Sony Ericsson Mobile Communications AB Telefonaktiebolaget LM Ericsson Toshiba Corporation UbiNetics Ltd. Windshift Holdings, Inc.
17 (c) 2009 InterDigital, Inc. All rights reserved. Cash Flow Reconciliation This presentation includes free cash flow, a non-GAAP financial item. The table above presents a reconciliation of this non-GAAP line item to net cash provided by operating activities. Management believes that investors may find this non-GAAP financial measure useful in understanding the company's operating results. This information is intended to provide more meaningful comparisons of the company's results. InterDigital, Inc. Reconciliation of Pro Forma Free Cash Flows to InterDigital (GAAP) Net Cash Provided by Operating Activities (In thousands) (Unaudited)
