ARM : Publication of Annual Report 2013

ARM HOLDINGS PLC

21 March 2013

For immediate release

Publication of ARM Holdings plc's Annual Report 2013

ARM Holdings plc (the "Company") announces that it has published its Annual Report for the year ended 31 December 2013 (the "Annual Report") on the company's website atwww.arm.com/ir.  The Annual Report is in two sections: a Strategic Report and a Governance & Financial Report, which are collectively referred to as the Annual Report.

In accordance with paragraph 9.6.1 of the Listing Rules, the Annual Report is being uploaded to the UK National Storage Mechanism together with the Notice of the Annual General Meeting to be held on 1 May 2014 and a letter to relevant shareholders requesting that the Company be able to send or supply the Governance & Financial Report section of the Annual Report to them via the Company's website.   These documents will shortly be available for inspection at www.Hemscott.com/nsm.do.

A hard copy of the Annual Report is being sent to those shareholders who have elected to continue to receive paper communications.    A hard copy of the Circular incorporating Notice of the Annual General Meeting to be held on 1 May 2014 is also being sent to all shareholders at their addresses on the register.

In accordance with the requirements of paragraph 6.3.5 of the Disclosure and Transparency Rules of the UK Financial Conduct Authority, Appendix 1 to this announcement contains a description of the principal risks and uncertainties facing the Company and Appendix 2 contains the Directors' responsibility statement.  This information has been extracted from the Annual Report.  These Appendices should be read in conjunction with the Company's Preliminary Results Announcement issued on 4 February 2014. Together, these constitute the material required by paragraph 6.3.5 of the Disclosure and Transparency Rules to be communicated to the media in unedited full text through a Regulatory Information Service.  This announcement should be read in conjunction with, and is not a substitute for reading, the full Annual Report. 

The Company also announces that it has filed with the Securities and Exchange Commission an Annual Report on Form 20-F including audited financial statements for the year ended 31 December 2013.

All of these documents are available online at ARM's website atwww.arm.com/irand the Annual Report on Form 20-F is also available atwww.sec.gov.

Shareholders are able to request a hard copy of the Annual Report free of charge, subject to availability, as follows:

UK - by calling +44(0) 1628 427850 or writing to ARM Holdings plc, Liberty House, Moorbridge Road, Maidenhead, Berkshire SL6 8LT UK. 

US - by calling 1-800-555-2470 or writing to Proxy Services Corporation at 200A Executive Drive, Edgewood, NY 11717 USA.

Patricia Alsop

Company Secretary

21 March 2014

Appendix 1

Principal risks and uncertainties

1.   A change in the industry business dynamic may lead to loss of market share and/or reduction in value of IP.

We work in the highly competitive and fast moving semiconductor industry.  Many of the other companies within this industry are well resourced and may consider processor and physical IP as attractive markets for them to enter with competitive products.  Start-up and open source technology initiatives could develop competing or alternative ways for companies to design their chips.  The cost of developing software in many end market applications is increasing, which may also result in new technologies that might not suit ARM's current product portfolio or skill set.  We may not be able to adapt to these changes, resulting in loss of market share.

2.   A competitor's product or technology may lead to loss of market share.

ARM faces competition both from large semiconductor companies and from smaller IP companies.  Intel is developing x86-based processors for use in PCs and servers, and is looking to deploy these chips in markets such as tablets, mobile phones and embedded markets, including the Internet of Things.  There are many small semiconductor IP companies competing with ARM, especially in emerging markets where there are lower barriers to entry.  Any success by our competition would result in a reduction in royalty revenue to ARM.

3.   ARM may face challenges managing its business in new geographic markets.

Chinese semiconductor companies have become responsible for an increasingly significant proportion of ARM's revenues, and we expect that proportion to continue to grow.  India has had a strong semiconductor presence for many years, although revenues from that region are smaller.  ARM has little knowledge and experience of the markets in Russia, South America and Africa, which have different political cultures to the markets we are established in.  In all these regions local governments are supporting and funding local technology companies, which could give rise to new competitors and new markets.

4.   We could suffer significant damage to our brand and reputation.

ARM's technology is used in billions of consumer and enterprise products, many of which are depended on by individuals and businesses, and are used to store, manage or transmit huge amounts of personal, confidential or proprietary information.  A fault or bug associated with one of ARM's products could damage ARM's corporate reputation and lead to a loss of brand value.

5.   ARM's technology may not meet customer requirements in the future.

The technology industry is characterised by rapid change, as new innovation continually improves the way that chipsets are designed and manufactured, and how they are deployed by OEMs and used by consumers.  A change in the end market that does not favour ARM or our business model could occur, requiring ARM to either change its investment approach or risk losing share.  Either way, ARM could become less profitable in the future as a result of such a market change.

6.   ARM's current people, processes and/or infrastructure may not be adequately scalable to meet our growth ambitions.

We have grown our headcount rapidly over the last few years, as we have hired more engineers to develop the next generation of processors and the supporting technology our customers need.  If this growth rate continues we may find our existing organisational structure, culture and infrastructure cannot be adapted to meet the greater number of staff.

7.   ARM may have to defend itself against third parties who claim that we have infringed their proprietary rights.

Whilst we take great care to establish and maintain the integrity of our products, we may have to protect our intellectual property or defend our technology against claims that we have infringed others' proprietary rights. 

From time to time, third-parties, including our comp0etitors, may assert patent, copyright and other intellectual property rights to technologies that are important to our business.  Any infringement claim brought against us or our Partners could result in substantial costs and divert management attention. 

Any assertion of intellectual property rights by a third-party against our technology could result in our licensees becoming the target of litigation and we may be bound to indemnify such licensees under the terms of our licence agreements.

8.   Significant concentration in our customer base may increase the risk to ARM's growth ambitions.

Changes in technology trends and/or economic conditions may cause companies within the semiconductor industry to consolidate further, thereby reducing the number of customers that ARM may sell its technology to and potentially making ARM more dependent on a smaller number of customers.  Any change to the product plans of a major customer may have an impact on the technology that ARM was developing, and so result in both additional costs, and a delay in revenues.

9.   Assumptions that fundamentally underpin ARM's valuation may be undermined, leading to a sudden depreciation of share price .

ARM's valuation is based on the financial markets' view of our growth opportunity and the value of ARM's assets.  Revisions to assessments of our future markets could impact estimated cash flows.  Changes to assumptions about the value of ARM's assets, including goodwill, could lead to the impairment of certain of ARM's assets.

A description of how these risks are mitigated is included in the Annual Report.

A more detailed description of the risks facing the company is included in the Annual Report on Form 20-F.

Appendix 2

Directors' Responsibility Statement

Each of the directors whose names and functions are listed below, confirm that, to the best of each person's knowledge and belief:

1.   The Group financial statements which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

2.   The Directors' report and the Financial review and the Risk management sections in the Strategic Report include a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.