OmniVision (OVTI) 10-Q 2013 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2013

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                           to                          

Commission file number: 0-29939

OMNIVISION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	77-0401990
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification Number)

4275 Burton Drive, Santa Clara, California   95054

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:  (408) 567-3000

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 and Exchange Act of 1934 during the preceding 12 months (or for 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 x 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x

At March 5, 2013, 53,929,062 shares of common stock of the registrant were outstanding, exclusive of 20,599,187 shares of treasury stock.

OMNIVISION TECHNOLOGIES, INC.

INDEX

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:	3
	Condensed Consolidated Balance Sheets (unaudited) — January 31, 2013 and April 30, 2012	3
	Condensed Consolidated Statements of Income (unaudited) — Three and Nine Months Ended January 31, 2013 and 2012	4
	Condensed Consolidated Statements of Comprehensive Income (unaudited) — Three and Nine Months Ended January 31, 2013 and 2012	5
	Condensed Consolidated Statements of Cash Flows (unaudited) — Nine Months Ended January 31, 2013 and 2012	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	48
Item 6.	Exhibits	65
Signatures		66
Exhibit Index

2

PART I — FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

OMNIVISION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)

	January 31,			April 30,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	194,841		$	290,492
Short-term investments	25,460			40,515
Accounts receivable, net of allowances for doubtful accounts and sales returns	171,926			107,793
Inventories	373,335			291,340
Prepaid and deferred income taxes	2,397			4,083
Prepaid expenses and other current assets	9,362			8,542
Total current assets	777,321			742,765
Property, plant and equipment, net	162,182			144,792
Long-term investments	132,866			128,940
Goodwill	10,227			10,227
Intangibles, net	60,037			69,028
Other long-term assets	21,901			7,205
Total assets	$	1,164,534		$	1,102,957
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	152,347		$	159,860
Accrued expenses and other current liabilities	34,660			35,416
Income tax payable	1,000			987
Deferred revenues, less cost of revenues	16,199			10,115
Current portion of long-term debt	3,739			3,146
Total current liabilities	207,945			209,524
Long-term liabilities:
Long-term income taxes payable	85,761			88,159
Non-current portion of long-term debt	35,735			39,337
Other long-term liabilities	4,768			5,058
Total long-term liabilities	126,264			132,554
Total liabilities	334,209			342,078
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized; 74,523 shares issued and 53,924 outstanding at January 31, 2013 and 72,964 shares issued and 52,365 outstanding at April 30, 2012, respectively	74			73
Additional paid-in capital	611,096			575,935
Accumulated other comprehensive income	3,274			2,970
Treasury stock, 20,599 at January 31, 2013 and April 30, 2012, respectively	(278,683		)	(278,683		)
Retained earnings	494,564			460,584
Total stockholders’ equity	830,325			760,879
Total liabilities and stockholders’ equity	$	1,164,534		$	1,102,957

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

3

OMNIVISION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2013			2012			2013			2012
Revenues	$	423,513		$	185,193		$	1,071,714		$	679,183
Cost of revenues	352,027			140,337			886,329			480,273
Gross profit	71,486			44,856			185,385			198,910
Operating expenses:
Research, development and related	27,380			26,193			86,589			83,565
Selling, general and administrative	18,221			15,842			55,080			47,716
Amortization of acquired patent portfolio	2,321			2,321			6,964			6,964
Total operating expenses	47,922			44,356			148,633			138,245
Income from operations	23,564			500			36,752			60,665
Benefit from acquisition of production operations from VisEra	—			—			—			8,626
Equity in earnings of investees, net	923			543			3,255			2,238
Interest expense, net	(715		)	(734		)	(2,201		)	(1,203		)
Other income (expense), net	(5		)	(220		)	311			(1,359		)
Income before income taxes	23,767			89			38,117			68,967
Provision for (benefit from) income taxes	2,459			(22		)	4,137			5,799
Net income	$	21,308		$	111		$	33,980		$	63,168
Net income per share:
Basic	$	0.40		$	0.00		$	0.64		$	1.09
Diluted	$	0.40		$	0.00		$	0.64		$	1.05
Shares used in computing net income per share:
Basic	53,830			56,070			53,391			58,111
Diluted	53,930			56,180			53,497			59,980

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

4

OMNIVISION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, unaudited)

	Three Months Ended					Nine Months Ended
	January 31,					January 31,
	2013		2012			2013		2012
Net income	$	21,308	$	111		$	33,980	$	63,168
Other comprehensive income (loss), net of tax:
Translation gains (losses)	75		(4		)	116		15
Unrealized gains (losses) on available-for-sale securities	446		509			174		(1,159		)
Reclassification adjustments for (gains) losses on available-for-sale securities included in net income	—		—			14		(1		)
Unrealized gains (losses) on available-for-sale securities	446		509			188		(1,160		)
Other comprehensive income (loss)	521		505			304		(1,145		)
Comprehensive income	$	21,829	$	616		$	34,284	$	62,023

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

5

OMNIVISION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Nine Months Ended
	January 31,
	2013			2012
Cash flows from operating activities:
Net income	$	33,980		$	63,168
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	25,758			21,915
Change in fair value of interest rate swap	(548		)	1,182
Stock-based compensation	25,750			19,349
Tax effect from stock-based compensation	5,007			2,576
Gain on equity investments, net	(15,549		)	(7,715		)
Benefit from acquisition of production operations from VisEra	—			(8,626		)
Write-down of inventories	16,910			11,125
Excess tax benefit from stock-based compensation	(3,745		)	(2,576		)
Loss on disposal of property, plant and equipment	171			(47		)
Changes in assets and liabilities, net of acquisition:
Accounts receivable, net	(64,134		)	9,858
Inventories	(100,477		)	(153,688		)
Prepaid and deferred income taxes	(3,184		)	3,932
Prepaid expenses and other assets	13,013			3,306
Accounts payable	(5,891		)	(45,670		)
Accrued expenses and other current liabilities	147			(6,774		)
Income taxes payable	(2,293		)	(2,059		)
Deferred revenues, less cost of revenues	5,683			(6,086		)
Net cash used in operating activities	(69,402		)	(96,830		)
Cash flows from investing activities:
Purchases of short-term investments	(264,426		)	(76,105		)
Proceeds from sales or maturities of short-term investments	279,053			137,423
Purchases of property, plant and equipment, net of sales	(29,908		)	(18,483		)
Purchases of long-term investments	—			(421		)
Purchases and deposits for intangible and other assets	(10,271		)	(6,500		)
Payments for the acquisition of production operations from VisEra	(9,000		)	(26,000		)
Net cash provided by (used in) investing activities	(34,552		)	9,914
Cash flows from financing activities:
Repayment of long-term borrowings	(3,005		)	(3,453		)
Excess tax benefits from stock-based compensation	3,745			2,576
Proceeds from exercise of stock options and employee stock purchase plan	7,553			19,082
Payments for repurchase of common stock	—			(100,000		)
Net cash provided by (used in) financing activities	8,293			(81,795		)
Effect of exchange rate changes on cash and cash equivalents	10			489
Net decrease in cash and cash equivalents	(95,651		)	(168,222		)
Cash and cash equivalents at beginning of period	290,492			379,379
Cash and cash equivalents at end of period	$	194,841		$	211,157
Supplemental cash flow information:
Taxes paid	$	4,576		$	1,923
Interest paid	$	1,965		$	2,046
Supplemental schedule of non-cash investing and financing activities:
Additions to property, plant and equipment included in accounts payable and accrued expenses and other current liabilities	$	5,893		$	2,142
Acquisition of production operations from VisEra included in accrued expenses and other long-term liabilities	$	—		$	16,923
Write-off of employee stock-based compensation-related deferred tax assets	$	1,593		$	—

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

6

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Note 1 — Basis of Presentation

Overview

The accompanying interim unaudited condensed consolidated financial statements as of January 31, 2013 and April 30, 2012 and for the three and nine months ended January 31, 2013 and 2012 have been prepared by OmniVision Technologies, Inc., and its subsidiaries (“OmniVision” or the “Company”) in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The amounts as of April 30, 2012 are derived from the Company’s audited annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with SEC rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the audited annual financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012 (the “Form 10-K”).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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. The Company bases its estimates and judgments on its historical experience, knowledge of current conditions and beliefs of what could occur in the future considering available information. Actual results could differ from these estimates.

Note 2 — Recent Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) revised the authoritative guidance for testing indefinite-lived intangible assets for impairment. The revised guidance permits a company first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The qualitative assessment will form the basis for determining whether it is necessary to perform a quantitative impairment test. The guidance is effective for the Company beginning in the first quarter of fiscal 2014. The Company does not expect the adoption of this guidance to have any material impact on its financial position, results of operations or cash flows.

In February 2013, the FASB modified the authoritative guidance on how comprehensive income is presented. The new guidance requires that companies present either in a note or parenthetically on the face of the financial statements, the effect of significant reclassification adjustments from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The guidance is effective for the Company beginning in the first quarter of fiscal 2014. The Company does not expect the adoption of this guidance to have any material impact on its financial position, results of operations or cash flows.

7

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Note 3 — Short-Term Investments

Available-for-sale securities as of the dates presented were as follows (in thousands):

	As of January 31, 2013
	Amortized		GrossUnrealized		GrossUnrealized			Fair
	Cost		Gains		Losses			Value
Municipal bonds	$	1,724	$	—	$	—		$	1,724
Corporate debt securities/commercial paper	23,737		2		(3		)	23,736
	$	25,461	$	2	$	(3	)	$	25,460
Contractual maturity dates, less than one year								$	25,445
Contractual maturity dates, two year to twenty-three years								15
								$	25,460

	As of April 30, 2012
	Amortized		GrossUnrealized		GrossUnrealized			Fair
	Cost		Gains		Losses			Value
U.S. government debt securities with maturities less than one year	$	13,232	$	1	$	—		$	13,233
Municipal bonds	673		—		—			673
Corporate debt securities/commercial paper	26,614		—		(5		)	26,609
	$	40,519	$	1	$	(5	)	$	40,515
Contractual maturity dates, less than one year								$	40,460
Contractual maturity dates, two years to twenty-six years								55
								$	40,515

8

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Note 4 — Supplemental Balance Sheet Account Information (in thousands)

	January 31,			April 30,
	2013			2012
Cash and cash equivalents:
Cash	$	161,396		$	179,078
Money market funds, certificates of deposit and U.S. government bonds	33,445			111,414
	$	194,841		$	290,492
Accounts receivable, net:
Accounts receivable	$	177,867		$	110,837
Less: Allowance for doubtful accounts	(853		)	(555		)
Allowance for sales returns	(5,088		)	(2,489		)
	$	171,926		$	107,793
Inventories:
Work in progress	$	195,138		$	149,523
Finished goods	178,197			141,817
	$	373,335		$	291,340
Prepaid expenses and other current assets:
Prepaid expenses	$	7,446		$	6,253
Deposits and other	1,689			2,209
Interest receivable	227			80
	$	9,362		$	8,542
Property, plant and equipment, net:
Land	$	13,000		$	13,000
Buildings and land use right	59,815			59,815
Buildings/leasehold improvements	24,702			24,598
Machinery and equipment	113,583			98,724
Furniture and fixtures	5,017			5,008
Software	7,246			6,901
Construction in progress	31,536			16,008
	254,899			224,054
Less: Accumulated depreciation and amortization	(92,717		)	(79,262		)
	$	162,182		$	144,792
Other long-term assets:
Deferred income tax assets — non-current	$	6,991		$	5,107
Other long-term assets	14,910			2,098
	$	21,901		$	7,205
Accrued expenses and other current liabilities:
Due to VisEra for acquisition of production operations	$	9,000		$	17,376
Employee compensation	9,400			9,440
Third party commissions	686			725
Professional services	2,519			2,177
Noncancelable purchase commitments	2,615			1,163
Rebates	2,187			1,545
Other	8,253			2,990
	$	34,660		$	35,416
Other long-term liabilities:
Interest rate swaps	$	4,261		$	4,809
Other	507			249
	$	4,768		$	5,058

9

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Note 5 — Long-term Investments

Long-term investments as of the dates indicated consisted of the following (in thousands):

	January 31,		April 30,
	2013		2012
VisEra	$	99,856	$	98,719
WLCSP	21,710		19,106
XinTec	4,661		4,661
Tong Hsing	4,639		4,454
Phostek	2,000		2,000
Total	$	132,866	$	128,940

VisEra Technologies Company, Ltd.

In October 2003, the Company and Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) entered into an agreement to form VisEra Technologies Company, Ltd. (“VisEra”), a joint venture in Taiwan, for the purposes of providing certain manufacturing and automated final testing services related to complementary metal oxide semiconductor (“CMOS”) image sensors. In August 2005, under an amendment to the original 2003 joint-venture agreement, the Company and TSMC formed VisEra Holding Company (“VisEra Cayman”), a company incorporated in the Cayman Islands, and VisEra became a subsidiary of VisEra Cayman. The Company and TSMC have equal interests in VisEra Cayman. As of January 31, 2013, the Company owned 49.1% of VisEra Cayman.

In June 2011, the Company entered into an agreement with VisEra to acquire from VisEra its CameraCubeChip production operations. The acquisition of the production operations was closed in October 2011, and the Company accounted for the transaction as a business combination. Under the terms of the agreement, the closing consideration was $42.9 million in cash, with no additional contingent consideration. In fiscal 2012, approximately $26.0 million was paid to VisEra. The remaining balance of the cash consideration of approximately $16.9 million, which is net of a discount of $1.1 million, is recorded in “Accrued expenses and other current liabilities.” As of January 31, 2013, the outstanding balance of the cash consideration totaled $9.0 million.

The Company received the following dividend payments from VisEra during the periods presented (in thousands):

	Nine Months Ended
	January 31,
	2013		2012
Dividend payments received from VisEra	$	13,760	$	—

The Company accounts for its investment in VisEra under the equity method. The following table presents equity income before elimination of unrealized intercompany profits and the equity income recorded by the Company for the periods indicated in “Cost of revenues,” consisting of its portion of the net income recorded by VisEra during the periods presented after the elimination of unrealized intercompany profits (in thousands).

	Three Months Ended				Nine Months Ended
	January 31,				January 31,
	2013		2012		2013		2012
Equity income	$	5,042	$	44	$	14,897	$	6,608
Net effect on Cost of revenues, after elimination of unrealized intercompany profits	$	4,943	$	1,552	$	11,695	$	5,501

China WLCSP Limited

China WLCSP Limited (“WLCSP”) is in the business of designing, manufacturing, packaging and selling certain wafer level chip scale packaging related services. In May 2007, the Company acquired 4,500,000 units of WLCSP’s equity interests, or 20.0% of WLCSP’s registered capital on a fully-diluted basis, for an aggregate purchase amount of $9.0 million. The Company has appointed a member to WLCSP’s board of directors and a supervisor. As of January 31, 2013, the Company owned 18.7% of WLCSP.

10

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

The Company received the following dividend payments from WLCSP during the periods presented (in thousands):

	Nine Months Ended
	January 31,
	2013		2012
Dividend payments received from WLCSP	$	890	$	852

The Company accounts for its investment in WLCSP under the equity method. The following table presents equity income recorded by the Company for the periods indicated in “Other income (expense), net” consisting of its portion of the net income recorded by WLCSP during the periods presented, and equity method investment adjustments (in thousands):

	Three Months Ended				Nine Months Ended
	January 31,				January 31,
	2013		2012		2013		2012
Equity income	$	923	$	544	$	3,255	$	2,238

XinTec, Inc.

XinTec, Inc. (“XinTec”) is a Taiwan-based supplier of chip scale packaging services. The Company first made investments in XinTec in April 2003, for $2.8 million. As of January 31, 2013, the Company’s direct ownership percentage in XinTec was 4.2%. Separately, VisEra Cayman owns a 15.8% interest in XinTec. Consequently, the Company’s beneficial ownership percentage in XinTec was approximately 11.9%. The Company accounts for XinTec as a cost method investment.

Tong Hsing Electronic Industries, Limited

Tong Hsing Electronic Industries, Limited (“Tong Hsing”) is a Taiwan-based public company principally engaged in the development and production of microelectronic packaging. In December 2009, the Company obtained 0.8% of the outstanding shares of common stock of Tong Hsing, or 996,250 shares, when Tong Hsing acquired ImPac Technology Co., Ltd. (“ImPac”) in a stock-for-stock exchange. Prior to the exchange, the Company owned 25.7% of ImPac. In June 2010 and June 2011, the Company participated in Tong Hsing’s secondary offerings and purchased 95,570 and 115,481 shares, respectively, for corresponding amounts of approximately $282,000 and $421,000. As of January 31, 2013, the Company’s ownership in Tong Hsing was approximately 0.7%.

As the shares of Tong Hsing are traded on the Taiwan Stock Exchange and the share price is readily determinable, the Company reported the value of the shares on a mark-to-market basis, net of applicable deferred taxes. For the periods indicated, the Company recorded the following unrealized holding losses in “Accumulated other comprehensive income” (in thousands):

	Three Months Ended				Nine Months Ended
	January 31,				January 31,
	2013		2012		2013		2012
Unrealized holding gains (losses)	$	445	$	513	$	185	$	(1,150	)

Phostek, Inc.

Phostek, Inc. (“Phostek”) is a privately held company that develops and manufactures light emitting diodes in Taiwan. The Company made an investment in Phostek in February 2012, for a total of $2.0 million in cash. As of January 31, 2013, the Company’s ownership in Phostek was approximately 6.9%. The Company does not have the ability to exercise significant influence over the operating and financial policies of Phostek. As a result, the Company accounts for this investment using the cost method.

11

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

The following table presents the summary financial information of VisEra and WLCSP, as derived from their financial statements for the periods indicated. Each investee’s financial statement was prepared under GAAP (in thousands):

VisEra Technologies Company, Ltd.

	Three Months Ended					Nine Months Ended
	January 31,					January 31,
	2013		2012			2013		2012
Operating data:
Revenues	$	42,676	$	22,832		$	130,175	$	100,251
Gross profit	18,124		4,987			43,441		29,545
Income from operations	15,629		2,218			34,722		20,490
Net income (loss)	$	10,025	$	(381	)	$	23,665	$	31,486

China WLCSP Limited

	Three Months Ended				Nine Months Ended
	January 31,				January 31,
	2013		2012		2013		2012
Operating data:
Revenues	$	14,036	$	10,872	$	42,580	$	36,256
Gross profit	6,427		4,415		23,262		18,527
Income from operations	4,822		3,104		19,632		13,291
Net income	$	4,938	$	2,921	$	17,428	$	12,017

The Company’s share of undistributed earnings of investees accounted for by the equity method as of the dates indicated were as follows (in thousands):

	January 31,		April 30,
	2013		2012
Undistributed earnings of investees	$	45,195	$	44,898

Note 6 — Goodwill and Intangible Assets

Goodwill

The following table summarizes the change to the carrying value of the Company’s goodwill during the periods presented (in thousands):

	Nine Months Ended
	January 31,
	2013		2012
Beginning balance	$	10,227	$	1,122
Acquisition of production operations from VisEra	—		9,105
Ending balance	$	10,227	$	10,227

12

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Intangible Assets

Intangible assets as of the dates indicated consisted of the following (in thousands):

	January 31, 2013
	Cost		Accumulated Amortization		Net Book Value
Acquired patent portfolio	$	65,000	$	17,024	$	47,976
Core technology	35,610		24,559		11,051
Patents and licenses	14,160		13,538		622
Trademarks and tradenames	1,400		1,400		—
Customer relationships	340		197		143
In-process research and development	490		245		245
Intangible assets, net	$	117,000	$	56,963	$	60,037

	April 30, 2012
	Cost		Accumulated Amortization		Net Book Value
Acquired patent portfolio	$	65,000	$	10,060	$	54,940
Core technology	35,610		22,059		13,551
Patents and licenses	13,460		13,460		—
Trademarks and tradenames	1,400		1,400		—
Customer relationships	340		171		169
In-process research and development	490		122		368
Intangible assets, net	$	116,300	$	47,272	$	69,028

The following table presents the amortization of intangibles recorded by the Company for the periods indicated (in thousands):

	Three Months Ended				Nine Months Ended
	January 31,				January 31,
	2013		2012		2013		2012
Amortization of intangible assets	$	942	$	883	$	2,727	$	1,895
Amortization of acquired patent portfolio	$	2,321	$	2,321	$	6,964	$	6,964

The total expected future annual amortization of these intangible assets is as follows (in thousands):

Years Ending April 30,
2013	$	3,232
2014	11,885
2015	11,496
2016	11,319
2017	11,193
Thereafter	10,912
Total	$	60,037

13

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Note 7 — Borrowing Arrangements and Related Derivative Instruments

The following table sets forth the Company’s debt as of the dates indicated (in thousands):

	January 31,			April 30,
	2013			2012
Mortgage loan	$	24,345		$	24,760
Term loan	—			1,000
Construction loan	15,129			16,723
	39,474			42,483
Less: amount due within one year	(3,739		)	(3,146		)
Non-current portion of long-term debt	$	35,735		$	39,337

As of January 31, 2013, aggregate debt maturities were as follows (in thousands):

Years Ending April 30,	Mortgage and Term Loan		Construction Loan		Total
2013	$	139	$	—	$	139
2014	554		3,185		3,739
2015	554		3,185		3,739
2016	554		6,370		6,924
2017	22,544		2,389		24,933
Total	$	24,345	$	15,129	$	39,474

Mortgage Loan and Term Loan

On March 16, 2007, the Company entered into a Loan and Security Agreement with a domestic bank for the purchase of a complex of four buildings located in Santa Clara, California (the “Santa Clara Property”). The Loan and Security Agreement provides for a mortgage loan in the principal amount of $27.9 million (the “Mortgage Loan”) and a secured line of credit with an aggregate maximum principal amount of up to $12.0 million (the “Term Loan”). In March 2008, the Company borrowed $6.0 million under the Term Loan to finance improvements to the Santa Clara Property. The Company drew down the remaining $6.0 million under the Term Loan in July 2008.

The Mortgage Loan matures on March 31, 2017, and borrowings under the Mortgage Loan accrue interest at the London Interbank Borrowing Rate (“LIBOR”) plus 90 basis points. The Term Loan matured and was paid off on July 31, 2012; before its maturity, borrowings under the Term Loan accrued interest at the LIBOR rate plus 125 basis points. The Company was in compliance with the financial covenants of the Loan and Security Agreement as of January 31, 2013.

Interest rates under the Mortgage Loan and the Term Loan for the dates indicated are set forth below:

	January 31,		April 30,
	2013		2012
Mortgage Loan	1.1	%	1.1	%
Term Loan	—		1.5

In conjunction with the Mortgage Loan, the Company entered into an interest rate swap with the same bank to effectively convert the variable interest rate described above to a fixed rate. The swap is for a period of ten years, and the notional amount of the swap approximates the principal outstanding under the Mortgage Loan. The Company is the fixed rate payer under the swap and the rate is fixed at 5.3% per annum and the effective rate on the Mortgage Loan is fixed at approximately 6.2%. In July 2008, in connection with the Term Loan, the Company entered into a second interest rate swap with the bank to effectively convert the variable interest rate described above to a fixed rate. This second swap expired in July 2012. The Company was the fixed rate payer and the rate was fixed at 4.3% per annum and the effective rate on the Term Loan was fixed at approximately 5.5%.

14

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Construction Loan

On August 3, 2009, OmniVision Technologies (Shanghai) Co., Ltd., a wholly-owned subsidiary of the Company, entered into a Fixed Assets Loan Agreement with a bank in China (the “Construction Loan”). The purpose of the Construction Loan was to construct a research center for the Company in Pudong Development Zone, the Zhang Jiang Science Park in Shanghai, China. During the second quarter of fiscal 2011, the Company completed the construction of the research center. As of January 31, 2013, the total amount outstanding under the Construction Loan was Chinese Yuan 95.0 million, or approximately $15.1 million. The Construction Loan matures on June 30, 2016.

The interest rate under the Construction Loan is based on an indicative rate as published by the Chinese government, and will be adjusted every September to the then current published rate. The interest rate under the Construction Loan was 6.1% and 6.3% at January 31, 2013 and April 30, 2012, respectively. The Company was in compliance with the financial covenants of the Fixed Assets Loan Agreement as of January 31, 2013.

Derivative Instruments and Hedging Activities

As indicated above, the Company entered into two separate interest rate swaps in connection with the Mortgage Loan and the Term Loan. The interest rate swap related to the Mortgage Loan is scheduled to expire in March 2017, while the interest rate swap related to the Term Loan expired on July 31, 2012. The swaps were set up to reduce the effect of interest rate variability on the two loans’ interest payments. During the set up, the Company did not designate the two interest rate swaps as hedging instruments. Consequently, the Company had to remeasure the two interest rate swaps at fair value at each subsequent balance sheet date, and immediately recognize any changes to the fair values in earnings. On the consolidated balance sheet, the Company records the swaps as either assets or liabilities, depending on whether the fair value represents net gains or net losses. (See Note 9.)

The table below presents the location of the swaps on the Condensed Consolidated Statements of Income and Condensed Consolidated Balance Sheets, and the related effects on the Company’s results of operations and financial positions for the periods indicated (in thousands):

	Three Months Ended					Nine Months Ended
	January 31,					January 31,
	2013		2012			2013		2012
Location of amounts recognized in Condensed Consolidated Statements of Income and amount of gains (losses):
Other income (expense), net	$	321	$	(224	)	$	548	$	(1,182	)

	January 31,		April 30,
	2013		2012
Location of amounts on Condensed Consolidated Balance Sheets and fair values:
Other long-term liabilities	$	4,261	$	4,809

Note 8 — Net Income Per Share

Basic net income per share is computed by dividing net income attributable to OmniVision by the weighted average number of common shares outstanding during the period.

Diluted net income per share is computed according to the treasury stock method using the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares represent the effect of stock options, purchases via employee stock purchase plans and restricted stock units. The following table sets forth the number of stock options that were excluded from the calculation of diluted net income per share because they were antidilutive for the periods indicated:

15

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

	Three Months Ended		Nine Months Ended
	January 31,		January 31,
	2013	2012	2013	2012
Antidilutive common stock subject to outstanding options	2,919,000	3,028,000	2,919,000	1,222,000

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data):

	Three Months Ended				Nine Months Ended
	January 31,				January 31,
	2013		2012		2013		2012
Basic:
Numerator:
Net income	$	21,308	$	111	$	33,980	$	63,168
Denominator:
Weighted average common shares for net income per share	53,830		56,070		53,391		58,111
Basic net income per share	$	0.40	$	0.00	$	0.64	$	1.09
Diluted:
Numerator:
Net income	$	21,308	$	111	$	33,980	$	63,168
Denominator:
Denominator for basic net income per share	53,830		56,070		53,391		58,111
Weighted average effect of dilutive securities:
Stock options, restricted stock units and employee stock purchase plan shares	100		110		106		1,869
Weighted average common shares for diluted net income per share	53,930		56,180		53,497		59,980
Diluted net income per share	$	0.40	$	0.00	$	0.64	$	1.05

Note 9 — Fair Value Measurements

The authoritative guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs) or reflect the Company’s own assumptions of market participant valuation (unobservable inputs). The fair value hierarchy consists of the following three levels:

·Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities.

·Level 2 — Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.

·Level 3 — Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

16

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis which were comprised of the following types of instruments as of the date indicated (in thousands):

	January 31, 2013
	Total			Level 1		Level 2			Level 3
Money market funds	$	29,946		$	29,946	$	—		$	—
U.S. government debt securities and municipal bonds	1,724			—		1,724			—
Corporate debt securities/commercial paper	27,235			—		27,235			—
Equity investment in Tong Hsing	4,639			4,639		—			—
Total assets	$	63,544		$	34,585	$	28,959		$	—
Mortgage and term loan	$	(24,345	)	$	—	$	(24,345	)	$	—
Construction loan	(15,129		)	—		(15,129		)	—
Interest rate swap	(4,261		)	—		(4,261		)	—
Total liabilities	$	(43,735	)	$	—	$	(43,735	)	$	—

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis which were presented on the Company’s Condensed Consolidated Balance Sheets as of the date indicated (in thousands):

	January 31, 2013
	Total			Level 1		Level 2			Level 3
Cash equivalents	$	33,445		$	29,946	$	3,499		$	—
Short-term investments	25,460			—		25,460			—
Long-term investments	4,639			4,639		—			—
Total assets	$	63,544		$	34,585	$	28,959		$	—
Current portion of long-term debt	$	(3,739	)	$	—	$	(3,739	)	$	—
Non-current portion of long-term debt	(35,735		)	—		(35,735		)	$	—
Interest rate swap	(4,261		)	—		(4,261		)	$	—
Total liabilities	$	(43,735	)	$	—	$	(43,735	)	$	—

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis which were comprised of the following types of instruments as of the date indicated (in thousands):

	April 30, 2012
	Total			Level 1		Level 2			Level 3
Money market funds	$	92,359		$	92,359	$	—		$	—
U.S. government debt securities and municipal bonds	16,011			—		16,011			—
Corporate debt securities/commercial paper	40,558			—		40,558			—
Equity investment in Tong Hsing	4,454			4,454		—			—
Total assets	$	153,382		$	96,813	$	56,569		$	—
Mortgage and term loan	$	(25,760	)	$	—	$	(25,760	)	$	—
Construction loan	(16,723		)	—		(16,723		)	—
Interest rate swaps	(4,809		)	—		(4,809		)	—
Total liabilities	$	(47,292	)	$	—	$	(47,292	)	$	—

17

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis which were presented on the Company’s Consolidated Balance Sheets as of the date indicated (in thousands):

	April 30, 2012
	Total			Level 1		Level 2			Level 3
Cash equivalents	$	108,413		$	92,359	$	16,054		$	—
Short-term investments	40,515			—		40,515			—
Long-term investments	4,454			4,454		—			—
Total assets	$	153,382		$	96,813	$	56,569		$	—
Current portion of long-term debt	$	(3,146	)	$	—	$	(3,146	)	$	—
Non-current portion of long-term debt	(39,337		)	—		(39,337		)	$	—
Interest rate swaps	$	(4,809	)	$	—	$	(4,809	)	$	—
Total liabilities	$	(47,292	)	$	—	$	(47,292	)	$	—

Certificates of deposit recorded as cash equivalents and short-term investments are not measured at fair value on a recurring basis and as such are not included in the tables above. The following table sets forth the carrying value of certificates of deposit recorded as cash equivalents for the dates presented (in thousands):

	January 31,		April 30,
	2013		2012
Certificates of deposit recorded as cash equivalents	$	—	$	3,001

For the Company’s interest rate swap, the Company obtains fair value quotes from the issuing bank and assesses the quotes for reasonableness by comparing them to the present values of expected cash flows. The present value approach is based on observable market interest rate curves that are commensurate with the terms of the interest rate swap. The carrying value represents the fair value of the swap, as adjusted for any non-performance risk associated with the Company.

Due to their short maturities, the reported amounts of the Company’s financial instruments, including cash equivalents, short-term investments, accounts receivable, accounts payable and other current liabilities approximate their fair values. The fair values of the Mortgage Loan and the Construction Loan approximate book values as the underlying interest rates are based on risk-adjusted market rates.

Note 10 — Segment and Geographic Information

For all periods presented, the Company operated in a single reportable business segment.

The Company sells its image-sensor products either directly to original equipment manufacturers (“OEMs”) and value added resellers (“VARs”) or indirectly through distributors. The following table illustrates the percentage of revenues from sales to OEMs and VARs and to distributors for the periods indicated, respectively:

	Three Months Ended				Nine Months Ended
	January 31,				January 31,
	2013		2012		2013		2012
OEMs and VARs	85.2	%	79.2	%	82.1	%	78.3	%
Distributors	14.8		20.8		17.9		21.7
Total	100.0	%	100.0	%	100.0	%	100.0	%

18

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Since the Company’s customers’ end-user customers market and sell their products worldwide, its revenues by geographic location are not necessarily indicative of the geographic distribution of end-user sales, but rather indicate where their components are sourced. The revenues by geography in the following table are based on the country or region in which the Company’s customers issue their purchase orders for the periods presented (in thousands):

	Three Months Ended				Nine Months Ended
	January 31,				January 31,
	2013		2012		2013		2012
China	$	278,923	$	112,079	$	719,462	$	408,742
South Korea	96,163		12,659		209,936		103,928
Malaysia	15,364		12,895		51,061		41,941
Japan	15,246		10,412		47,668		31,010
Taiwan	6,210		2,984		19,902		14,052
All other	11,607		34,164		23,685		79,510
Total	$	423,513	$	185,193	$	1,071,714	$	679,183

The Company’s long-lived assets, including its long-term investments, are located in the following countries as of the dates indicated (in thousands):

	January 31,		April 30,
	2013		2012
Taiwan	$	134,724	$	138,118
China	122,617		82,933
United States	51,740		54,008
All other	877		771
Total	$	309,958	$	275,830

Note 11 — Supplemental Financial Information

Additional Paid-in Capital

The following table shows the amounts recorded to “Additional paid-in capital” for the nine months ended January 31, 2013 (in thousands):

	Additional
	Paid-in
	Capital
Balance at April 30, 2012	$	575,935
Exercise of common stock options	832
Employee stock purchase plan	6,720
Employee stock-based compensation	25,750
Withholding tax deduction on restricted stock units	(1,555		)
Tax effect from stock-based compensation	5,007
Write-off of employee stock-based compensation related deferred tax assets	(1,593		)
Balance at January 31, 2013	$	611,096

19

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Accumulated Other Comprehensive Income

The following table presents the components of, and the changes in, accumulated other comprehensive income for the nine months ended January 31, 2013 (in thousands):

	Balance at April 30, 2012		Other Comprehensive Income (Loss), Before Tax		Related Tax Effects			Balance at January 31, 2013
Accumulated translation gains	$	2,756	$	179	$	(63	)	$	2,872
Accumulated unrealized gains (losses) on available-for-sale securities, net	214		189		(1		)	402
Total accumulated other comprehensive income	$	2,970	$	368	$	(64	)	$	3,274

Note 12 — Income Taxes

The Company reported the following operating results for the periods presented (in thousands):

	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2013			2012			2013			2012
Income before income taxes	$	23,767		$	89		$	38,117		$	68,967
Provision for (benefit from) income taxes	$	2,459		$	(22	)	$	4,137		$	5,799
Effective income tax rate	10.3		%	(24.7		)%	10.9		%	8.4		%

The Company’s effective tax rate reflects the impact of a significant amount of the Company’s earnings being taxed in foreign jurisdictions at rates below the U.S. statutory tax rate. The American Taxpayer Relief Act, which was signed into law on January 2, 2013, retroactively extended the U.S. Federal Research and Development tax credit (“Federal R&D Credit”) from January 1, 2012 to December 31, 2013.

The Company’s quarterly income taxes reflect an estimate of the corresponding fiscal year’s annual effective tax rate and include, when applicable, adjustments from discrete tax items. For the three months ended January 31, 2013, the Company’s overall estimation of the current fiscal year’s annual effective tax rate reflected the adverse effect of an increase in non-deductible stock-based compensation expenses and the favorable impact from the retroactively extended Federal R&D Credit. The Company’s provision for income taxes for the three months ended January 31, 2013 was increased by an unfavorable discrete adjustment from the income tax expenses accrued on undistributed earnings for certain non-U.S. investee companies, partially offset by favorable adjustments resulting from the tax benefit from the retroactively extended Federal R&D Credit and the foreign exchange gain associated with the Company’s unrecognized tax benefits.

During the three months ended January 31, 2013, the Company reduced unrecognized tax benefits by approximately $34,000 due to the lapse of the applicable statute of limitations. During the three months ended January 31, 2013, the Company accrued an additional $281,000 of interest related to the Company’s unrecognized tax benefits. The Company is under tax examination in a foreign jurisdiction for the fiscal years ended April 30, 2004 through April 30, 2009. It is possible that this tax examination may be concluded in the next 12 months. The Company will continue to review its tax positions and provide for, or reverse, unrecognized tax benefits as additional information arises. As of January 31, 2013, the Company anticipates that the balance of gross unrecognized tax benefits will decrease by $9.0 million due to the lapse of the applicable statutes of limitations in various jurisdictions over the next 12 months.

Note 13 — Commitments and Contingencies

Commitments

During the three months ended April 30, 2011, the Company formed OmniVision Optoelectronics Technologies (Shanghai) Co. Ltd., a wholly-owned subsidiary in Shanghai, China, for the purpose of expanding the Company’s manufacturing capabilities. As of January 31, 2013, the Company has contributed $11.5 million of the committed $25.0 million registered capital. The Company is required to contribute the remaining $13.5 million by April 2014.

20

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

Litigation

From time to time, the Company has been subject to legal proceedings and claims with respect to such matters as patents, product liabilities and other actions arising out of the normal course of business.

Panavision Imaging, LLC v. OmniVision Technologies, Inc., Canon U.S.A., Inc., Micron Technology, Inc. and Aptina Imaging Corporation

On March 6, 2009, Panavision Imaging, LLC (“Panavision”) filed a complaint against the Company alleging patent infringement in the District Court for the Central District of California. The case is entitled Panavision Imaging, LLC v. OmniVision Technologies, Inc., Canon U.S.A., Inc., Micron Technology, Inc. and Aptina Imaging Corporation, Case No. CV09-1577. In its complaint, Panavision asserts that the Company makes, has made, uses, sells and/or imports products that infringe U.S. Patent Nos. 6,818,877 (“Pre-charging a Wide Analog Bus for CMOS Image Sensors”), 6,663,029 (“Video Bus for High Speed Multi-resolution Imagers and Method Thereof”) and 7,057,150 (“Solid State Imager with Reduced Number of Transistors per Pixel”). The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against the Company. On April 19, 2010, the court stayed the case pending reexamination of all of the asserted patents, as the U.S. Patent and Trademark Office has granted reexamination requests for all of the asserted claims of the asserted patents. On October 22, 2010, the U.S. Patent and Trademark Office issued an Action Closing Prosecution of the inter partes reexamination of U.S. Patent No. 6,818,877 and confirmed the four claims submitted for inter partes reexamination by co-defendants Micron Technology, Inc. and Aptina Imaging Corporation. On December 13, 2010, the Court lifted the stay as to U.S. Patent No. 6,818,877. On February 7, 2011, the Court issued a Markman order with respect to U.S. Patent No. 6,818,877, and granted summary judgment of invalidity for indefiniteness for all of the asserted claims of U.S. Patent No. 6,818,877. On February 22, 2011, Panavision filed its Final Infringement Contentions, conceding that OmniVision’s products do not infringe U.S. Patent No. 6,818,877 because every claim contains what the Court has held to be an indefinite term. On April 11, 2011, the Court directed the parties to file supplemental briefs regarding whether all of the asserted claims of U.S. Patent No. 6,818,877 are invalid for indefiniteness. On May 31, 2011, the Court conducted a hearing on the invalidity issue to determine whether it should reconsider its order of summary judgment of invalidity. On July 8, 2011, the Court rescinded its order of summary judgment of invalidity. On February 3, 2012, the Court issued additional claim construction with respect to U.S. Patent No. 6,818,877. On February 23, 2012, based on the parties’ joint stipulation, the Court granted partial summary judgment of noninfringement for 96 OmniVision products. On April 23, 2012, the Court conducted a hearing on the Company’s motion for summary judgment of noninfringement on the remaining products in the case and the Company’s renewed motion for summary judgment of invalidity for indefiniteness for all of the asserted claims of U.S. Patent No. 6,818,877. On May 25, 2012, the Court (1) granted OmniVision’s motion for summary judgment of noninfringement on all of the remaining products in the case, finding that OmniVision’s products do not infringe the asserted claims; and (2) granted OmniVision’s renewed motion for summary judgment of invalidity for indefiniteness, finding that all of the asserted claims are invalid due to indefiniteness.

As to the two remaining asserted patents, on November 29, 2010, the U.S. Patent and Trademark Office issued an Action Closing Prosecution of the inter partes reexamination of U.S. Patent No. 7,057,150 and rejected all of the claims submitted for inter partes reexamination. On January 5, 2011, the U.S. Patent and Trademark Office issued an Action Closing Prosecution of the inter partes reexamination of U.S. Patent No. 6,663,029 and rejected all of the claims submitted for inter partes reexamination. On April 12, 2011, the Court dismissed with prejudice all of Panavision’s claims of infringement against OmniVision regarding U.S. Patent Nos. 7,057,150 and 6,663,029, and ordered that Panavision not assert any claims of infringement relating to U.S. Patent Nos. 7,057,150 and 6,663,029 or any reissues of those patents against OmniVision at any time.

21

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

On October 5, 2012, the Court entered a final judgment of noninfringement in favor of OmniVision and against Panavision on Panavision’s claims of infringement of U.S. Patent Nos. 6,818,877, 6,663,029 and 7,057,150; and a final judgment of invalidity in favor of OmniVision and against Panavision with respect to U.S. Patent Nos. 6,818,877. Panavision also agreed to waive any right to appeal any part of the final judgment.

Ziptronix, Inc. v. OmniVision Technologies, Inc., Taiwan Semiconductor Manufacturing Company Ltd., and TSMC North America Corp.

On December 6, 2010, Ziptronix, Inc. (“Ziptronix”) filed a complaint alleging patent infringement against the Company in the District Court for the Northern District of California. The case is entitled Ziptronix, Inc. v. OmniVision Technologies, Inc., Taiwan Semiconductor Manufacturing Company Ltd., and TSMC North America Corp., Case No. CV10-05525. In its complaint, Ziptronix asserts that the Company has made, used, offered to sell, sold and/or imported into the United States image sensors that infringe the following six patents: U.S. Patent Nos. 7,387,944 (“Method for Low Temperature Bonding and Bonded Structure”), 7,335,572 (“Method for Low Temperature Bonding and Bonded Structure”), 7,553,744 (“Method for Low Temperature Bonding and Bonded Structure”), 7,037,755 (“Three Dimensional Device Integration Method and Integrated Device”), 6,864,585 (“Three Dimensional Device Integration Method and Integrated Device”), and 7,807,549 (“Method for Low Temperature Bonding and Bonded Structure”). The complaint seeks unspecified monetary damages, enhanced damages, interest, fees, expenses, costs, and injunctive relief against the Company. The Company answered the complaint on May 4, 2011 and denied each of Ziptronix’s infringement claims against it.

On November 22, 2011, Defendants Taiwan Semiconductor Manufacturing Company Ltd., and TSMC North America Corp. (collectively “TSMC”) filed amended counterclaims asserting that Ziptronix has infringed, actively induced infringement of, and/or induced contributory infringement of the following five patents: U.S. Patent Nos. 6,682,981 (“Stress Controlled Dielectric Integrated Circuit Fabrication”), 7,307,020, (“Membrane 3D IC Fabrication”), 6,765,279 (“Membrane 3D IC Fabrication”), 7,385,835 (“Membrane 3D IC Fabrication”), and 6,350,694 (“Reducing CMP Scratch, Dishing and Erosion by Post CMP Etch Back Method for Low-K Materials”). Ziptronix answered the amended counterclaims on December 9, 2011 and denied each of TSMC’s infringement claims against it.

On August 9, 2012, Ziptronix filed a second amended complaint adding claims that the defendants infringe the following three patents: U.S. Patent Nos. 8,153,505 (“Method for Low Temperature Bonding and Bonded Structure”), 8,043,329 (“Method for Low Temperature Bonding and Bonded Structure”), and 7,871,898 (“Method for Low Temperature Bonding and Bonded Structure”). The Company answered the second amended complaint on August 27, 2012, and denied each of Ziptronix’s infringement claims against it.

A claim construction hearing is currently scheduled for April 18, 2013, and trial is currently scheduled to begin on March 3, 2014. The Company expects to vigorously defend itself against Ziptronix’s allegations. The Company is currently unable to predict the outcome of this complaint and therefore cannot determine the likelihood of loss nor estimate the loss or a range of possible loss.

In re OmniVision Technologies, Inc. Litigation

On October 26, 2011, the first of several putative class action complaints was filed in the United States District Court for the Northern District of California against the Company and three of its executives, one of whom is a director. All of three complaints alleged that the defendants violated the federal securities laws by making misleading statements or omissions regarding the Company’s business and financial results, in particular regarding the use of its imaging sensors in Apple Inc.’s iPhone. These actions have been consolidated as In re OmniVision Technologies, Inc. Litigation, Case No. 11-cv-5235 (RMW) (the “Securities Case”). On April 23, 2012, plaintiffs filed a consolidated complaint on behalf of a purported class of purchasers of the Company’s common stock between August 27, 2010 and November 6, 2011, seeking unspecified damages. On June 25, 2012, the defendants moved to dismiss the consolidated complaint. The Company is currently unable to predict the outcome of this action and therefore cannot determine the likelihood of loss nor estimate the loss or a range of possible loss.

22

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

In re OmniVision Technologies, Inc. Derivative Litigation

On November 15, 2011, the first of three shareholder derivative complaints was filed in the Superior Court of California, County of Santa Clara, against several of the Company’s current and former officers and directors. These three state court actions were consolidated under the caption In re OmniVision Technologies, Inc. Derivative Litigation, Case No. 1-12-CV-216875. On March 21, 2012, a fourth similar shareholder derivative complaint captioned Carpenters Pension Fund of West Virginia v. Shaw Hong, et al., Case No. 12-CV-1423, was filed in the United States District Court for the Northern District of California. On May 10, 2012, a fifth similar shareholder derivative complaint captioned Edker Pope v. Shaw Hong, et al., Case No. 7514, was filed in the Court of Chancery of the State of Delaware. These complaints make allegations similar to those presented in Securities Case, but they assert various state law causes of action, including claims of breach of fiduciary duty and unjust enrichment. All of these derivative complaints seek unspecified damages on behalf of the Company, which is named solely as nominal defendant against whom no recovery is sought. The proceedings in these derivative actions have been stayed by agreement pending the outcome of the motion to dismiss in the Securities Case. The Company is currently unable to predict the outcome of these actions and therefore cannot determine the likelihood of loss nor estimate the loss or a range of possible loss.

Requests for Indemnification

In March 2011, a third party filed a complaint in a federal district court asserting patent infringement claims against some of the end user customers of OmniVision’s products. Among other things, the complaint asserts that the defendants’ products incorporating the Company’s image sensors infringe certain patents held by the third party plaintiff. The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against the defendants. The Company currently is not a party to this lawsuit, but certain parties have requested indemnification from the Company for this matter to the extent that the infringement claims relate to the Company’s image sensors. The Company contends that the patents are invalid and not infringed. An unfavorable outcome in the litigation and/or with respect to indemnification issues could result in a materially adverse effect on the Company. The Company is currently unable to predict the outcome of these actions and therefore cannot determine the likelihood of loss nor estimate the loss or a range of possible loss.

Note 14 — Related Party Transactions

The following table presents the amounts paid for services provided by related parties and the balances payable for the periods indicated (in thousands):

		Three Months Ended				Nine Months Ended
Related		January 31,				January 31,
Party	Description	2013		2012		2013		2012
VisEra	Purchases of color filter and other manufacturing services	$	59,921	$	22,293	$	146,119	$	96,357
	Rent and other services(1)	929		1,013		2,752		1,013
	Balances payable at period end, net	$	31,741	$	8,338	$	31,741	$	8,338

(1)The Company started leasing manufacturing floor space from VisEra in November 2011.

23

OMNIVISION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Three and Nine Months Ended January 31, 2013 and 2012

(unaudited)

The following table summarizes the transactions that VisEra engaged with related parties for the periods indicated (in thousands):

	Three Months Ended				Nine Months Ended
	January 31,				January 31,
	2013		2012		2013		2012
VisEra transactions with:
TSMC:
Sales to TSMC	$	102	$	125	$	497	$	643
Purchases of manufacturing and other services	18		62		65		253
Balance payable at period end	7		20		7		20
Balance receivable at period end	$	52	$	85	$	52	$	85

The Company purchases a substantial portion of its wafers from TSMC. The Company also purchases a portion of its wafers from Powerchip Technology Corporation.

24

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

The following information should be read in conjunction with our unaudited condensed interim financial statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve risks and uncertainties. Forward-looking statements generally include words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “outlook,” “plans,” “seeks,” “will” and words of similar import as well as the negative of those terms. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. All forward-looking statements included in this Quarterly Report on Form 10-Q, including, but not limited to, statements regarding our projected results of operations for future reporting periods, our increased shipment volume during the three months ending January 31, 2013, the continuing shift of our sales towards our OmniBSI-2 devices, our gross margin levels for the three months ending January 31, 2013, the extent of future sales through original equipment manufacturers, or OEMs, and distributors, future growth trends and opportunities in certain markets, the capabilities of new products, our expectations regarding our customers’ future actions, the timing of the production of our products, the continuing capabilities of our production system, the increasing competition in our industry, the effect of supply constraints, the ability of our suppliers to cost effectively expand to meet supply needs, the continued importance of the mobile phone market to our business, the continued concentration of manufacturers in the mobile phone market, the further expansion of the smartphone segment within the mobile phone market, continued price competition and the consequent reduction in the average selling prices of our products, anticipated benefits of our joint ventures and alliances, the ability of our new products to mitigate declines in our average selling prices, the development of our business and manufacturing capacity, future expenses we expect to incur, our future investments, our future working capital requirements, the effect of a change in foreign currency exchange and market interest rates, the geographic distribution of our sales and end users of our products, the continued improvement of general global and domestic economic conditions, our ability to improve our inventory turnover and to generate positive cash flow, the effects of adjustments to our tax positions, and the sufficiency of our available cash, cash equivalents and short-term investments are based on current expectations and are subject to important factors that could cause actual results to differ materially from those projected in the forward-looking statements. Such important factors include, but are not limited to, those set forth in Part II under the caption “Item 1A. Risk Factors,” beginning on page 48 of this Quarterly Report and elsewhere in this Quarterly Report and in other documents we file with the U.S. Securities and Exchange Commission, or SEC. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by such factors.

OmniVision, the OmniVision logo, OmniPixel and TrueFocus are registered trademarks of OmniVision Technologies, Inc., CameraChip, CameraCubeChip, OmniBSI, OmniBSI+, OmniBSI-2, OmniPixel2, OmniPixel3, OmniPixel3-HS, OmniQSP, SquareGA and ViV are trademarks of OmniVision Technologies, Inc. Wavefront Coded and Wavefront Coding are registered trademarks of OmniVision CDM Optics, Inc., a wholly-owned subsidiary of OmniVision Technologies, Inc.

Overview

We design, develop and market high-performance, highly integrated and cost-efficient semiconductor image-sensor devices. Our main products, image-sensing devices which we refer to as CameraChip™ image sensors, capture an image electronically and are used in a number of consumer and commercial mass-market applications. Our CameraChip image sensors are manufactured using the complementary metal oxide semiconductor, or CMOS, fabrication process and are predominantly single-chip solutions that integrate several distinct functions including image capture, image processing, color processing, signal conversion and output of a fully processed image or video stream. We have also integrated our CameraChip image sensors with wafer-level optics, which we refer to as CameraCubeChip™ imaging devices. Our CameraCubeChip imaging device is a small footprint, total camera solution that we believe will enable the further miniaturization of camera products. We believe that our highly integrated image sensors and imaging devices enable camera device manufacturers to build high quality camera products that are smaller, less complex, more reliable, more cost-effective and more power-efficient than cameras using traditional charge-coupled devices, or CCDs.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

Technology

In February 2008, we announced the introduction of our OmniPixel3-HS™ architecture. It is our most advanced generation of front side illumination, or FSI, OmniPixel® architecture. With OmniPixel3-HS, light is captured on the front side of the chip, and it forms the basis of our 1.75 µm FSI imaging pixel.

In May 2008, we announced a new approach to CMOS image sensor design we call OmniBSI™ technology. OmniBSI technology is based on an idea called back side illumination, or BSI. Our first OmniBSI product, an 8-megapixel image sensor, is built using an advanced 1.4 µm imaging pixel. We believe we are the first image sensor company to announce a viable process for the mass production of BSI sensors.

All traditionally designed CMOS image sensors capture light on the front side of the chip, so the photo-sensitive portion has to share the surface of the image sensor with the metal wiring of the transistors in the imaging pixel and the metal wiring acts to limit the amount of image light that reaches the photo-sensitive portion of the image sensor. With our OmniBSI architecture, the image sensor receives light through the back side of the chip. As a result, there is no metal wiring to block the image light, and the entire backside of the image sensor can be photo-sensitive. Not only does this enable us to produce a superior image, it also permits the front of the chip surface area to be devoted entirely to processing, and permits an increase in the number of metal layers, both of which result in greater functionality. Capturing light on the back side of the image sensor also allows us to reduce the distance that light has to travel to the imaging pixels, and thus provide a wider angle of light acceptance. Widening the angle of acceptance in turn makes it possible to reduce the height of the camera module, and thus the height of the device which incorporates the camera.

In February 2009, we announced the introduction of our CameraCubeChip technology. This is a three-dimensional, reflowable, total camera solution that combines the full functionality of our CameraChip image sensors and wafer-level optics in one compact, small-footprint package. Our CameraCubeChip devices can be soldered directly to printed circuit boards, with no socket or insertion requirements. We believe our CameraCubeChip solution can streamline the mobile phone manufacturing process, thus resulting in lower cost and faster time-to-market for our customers. Although currently our customers primarily use our CameraCubeChip devices as secondary cameras in mobile handsets, going forward, we anticipate that they will be used as the primary camera in mobile handsets.

In February 2010, we announced the introduction of our new OmniBSI-2™ architecture built on the advanced 300 mm copper process at the facilities of Taiwan Semiconductor Manufacturing Company Limited, or TSMC. The OmniBSI-2 architecture represents our second-generation BSI technology and enables us to design imaging pixels as small as 1.1 µm in dimension.

In January 2012, we introduced new image sensors based on OmniBSI+, our improved 1.4-µm OmniBSI architecture. The OmniBSI+ architecture offers performance and image quality improvements over our original OmniBSI pixel architecture, and maintains a comparable cost structure.

In January 2013, we introduced a dual-camera video sharing technology that we call Video-in-Video, or ViV™. ViV allows for the combination of video feeds from both the front- and rear-facing cameras into a single video stream.

Given the rapidly changing nature of our technology, there can be no assurance that we will not encounter delays or other unexpected production or performance issues with current or future products. During the early stages of production, production yields and gross margins for products based on new technology are typically lower than those of established products.

New Products

In February 2012, we introduced the OV9724, a 1/9-inch high definition, or HD, image sensor based on our 1.4-µm OmniBSI+ pixel architecture. The OV9724 is designed for ultra-slim, narrow-bezel devices such as smartphones, notebooks and tablets, and offers 720p HD video at 30 frames per second, or FPS, or cropped VGA video at 60 FPS. Together with OV9724, we also announced the OVM9724, which is the OV9724 packaged in our proprietary CameraCubeChip format.

26

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

In February 2012, we also introduced two CMOS image sensors designed for automotive applications, the OV10630 and the OV10635. The two sensors are similar in functionality and performance but are integrated in different packages. The OV10630 and OV10635 are 1-megapixel system-on-chip image sensors built on our 4.2-µm OmniPixel3-HS pixel architecture, offering 720p 30 FPS HD video with color high dynamic range functionality.

In May 2012, we introduced the OV16820 and OV16825, two 16-megapixel CMOS image sensors designed for the digital still and video camera markets and the high-end smartphone market, respectively. The two 1/2.3-inch image sensors are built on our 1.34-µm OmniBSI-2 pixel architecture. They can operate at 30 FPS in full 16-megapixel resolution, at 60 FPS in 4K2K (3840 × 2160) resolution, and at 60 FPS in 1080p HD video mode. Additionally, the sensors support 16-megapixel burst photography.

In May 2012, we also introduced the OV2722, a 1/6-inch native 1080p HD CMOS image sensor based on our 1.4-µm OmniBSI+ pixel architecture. The OV2722 is designed specifically for ultra-portable applications where high performance and low profile are critical. It can fit inside camera modules with module height of less than 3-mm.

In May 2012, we also added the OVM7675 VGA CameraCubeChip to our portfolio of CameraCubeChip imaging devices. The OVM7675 has a module size of 2.9 × 2.9 × 2.3 mm and is designed to address the needs of front-facing camera applications in smartphones, tablets and notebooks. The OVM7675 is built on our OmniPixel3-HS pixel technology, and is capable of capturing VGA video at 30 FPS.

In May 2012, we introduced a fourth product, the OV12830, a 12-megapixel CMOS image sensor based on our 1.1-µm OmniBSI-2 pixel architecture. The 1/3.2-inch OV12830 is designed for high-end smartphones and tablets. To support high-speed photography and to minimize shutter lag from shot to shot, the OV12830 can operate at 24 FPS in full 12-megapixel resolution, and at 30 FPS in 16:9 aspect ratio 10-megapixel resolution. The OV12830 can also capture 1080p HD video at 60 FPS.

In August 2012, we introduced the OV7955, a NTSC analog and digital image sensor designed specifically for automotive applications. The OmniPixel3-HS based image sensor is suitable for rear-view, surround-view and blind spot detection systems.

In August 2012, we also introduced the OV5648, a 1/4-inch 5-megapixel CMOS image sensor based on our 1.4-µm OmniBSI+ pixel architecture. The OV5648 is capable of capturing high quality still images as well as 720p HD video at 60 FPS and 1080p HD video at 30 FPS.

In August 2012, we introduced a third product, the OV7695, our first VGA image sensor based on the OmniBSI+ pixel architecture. The 1/13-inch OV7695 is built on a 1.75-µm OmniBSI+ pixel architecture, and can capture VGA video at 30 FPS.

In October 2012, we introduced the OV480, a companion processor designed to enhance camera performance in wide field-of-view applications for automotive vision systems. The OV480 processor supports a wide range of OmniVision image sensors designed specifically for automotive applications.

In October 2012, we also introduced the OV5645, a system-on-chip 5-megapixel CMOS image sensor based on our 1.4-µm OmniBSI pixel architecture. The OV5645 offers 5-megapixel photography, 720p HD video at 60 FPS and 1080p HD video at 30 FPS. In addition, the OV5645 features a picture-in-picture architecture that allows for the attachment of a secondary camera to itself, thus enabling both cameras to communicate with the baseband processor via a single interface.

In October 2012, we introduced a third product, the OV8835, a 1/3.2-inch 8-megapixel CMOS image sensor based on an improved 1.4-µm OmniBSI-2 pixel architecture. The OV8835 can operate at 30 FPS for zero shutter lag high speed photograph. It is also capable of capturing full 1080p HD video at 30 FPS with electronic image stabilization, or EIS, or 720p HD video at 60 FPS with full horizontal field-of-view.

In October 2012, we also introduced a new CameraCubeChip imaging device, the OVM7695. It is a compact VGA CameraCubeChip with a module size of 2.4 x 2.4 x 2.3 mm. The OVM7695 is built on an optimized 1.75-µm OmniBSI+ pixel design, capable of capturing high-quality VGA video at 30 FPS.

27

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

In November 2012, we introduced the OV5656, a 5-megapixel CMOS image sensor based on our 1.75-µm OmniBSI+ pixel architecture. The 1/3.2-inch OV5656 is designed to address the needs of the smartphone, tablet and digital video camera markets. The OV5656 offers full-resolution, high-speed photography at 30 FPS. It can also record 1080p HD video at 30 FPS with EIS, and 720p HD video at 60 FPS.

In January 2013, we introduced the OV4688, a 4-megapixel CMOS image sensor built on our 2-µm OmniBSI-2 pixel architecture. The 1/3-inch OV4688 captures full-resolution 4-megapixel HD video at 90 FPS, 1080p HD at 120 FPS with EIS, and 720p HD at 180 FPS. These features are designed for mobile applications that require high quality, fast frame rate HD video and photography.

In January 2013, we also introduced a liquid-crystal-on-silicon, or LCOS, chipset solution for HD pico projection systems. The chipset solution comprises the OVP7200, a single-chip color field sequential LCOS panel that displays native 720p HD video, and the OVP921, a companion chip that accepts video data from different signal inputs and provides advanced image processing. The LCOS chipset is designed for pico projection systems in mobile devices and head-up displays in automotive applications.

Capital Resources

As of January 31, 2013, we held approximately $194.8 million in cash and cash equivalents and approximately $25.5 million in short-term investments. To mitigate market risk related to short-term investments, we have an investment policy designed to preserve the value of capital and to generate interest income from these investments without material exposure to market fluctuations. Market risk is the potential loss due to the change in value of a financial instrument as a result of changes in interest rates or bond prices, and changes in market liquidity and in the pricing of risk. Our policy is to invest in financial instruments with short maturities, limiting interest rate exposure, and to measure performance against comparable benchmarks. We maintain our portfolio of cash equivalents and short-term investments in a variety of securities, including both government and corporate obligations with ratings of “A” or better and money market funds. We do not believe that the value of our cash and short-term investments will be significantly affected by current instability in the global financial markets.

Current Economic Environment

We operate in a challenging economic environment that has undergone significant changes in technology and in patterns of global trade. We remain a leader in the development and marketing of image sensing devices based on the CMOS fabrication process and have benefited from the growing market demand for and acceptance of this technology.

Beginning with the second half of our fiscal 2009, general domestic and global economic conditions were negatively impacted by several factors. These economic conditions resulted in our facing one of the most challenging periods in our history.

During the latter part of fiscal 2010 and throughout fiscal 2011, we saw indications suggesting certain major economies were returning to positive growth. Our quarterly sales improved in fiscal 2011, as compared to fiscal 2010 and fiscal 2009. However, in fiscal 2012, our business was once again affected by macroeconomic uncertainties. For the nine-month period ended January 31, 2013, our sales have improved as compared to the similar prior year periods. Nevertheless, given the current economic environment, we remain cautious and we expect our customers to be cautious as well, which could affect our future results. If the economic recovery slows down or even dissipates, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Market Environment

We sell our products worldwide directly to original equipment manufacturers, or OEMs, which include branded customers and contract manufacturers, and value added resellers, or VARs, and indirectly through distributors. In order to ensure that we address all available markets for our image sensors, we organize our marketing efforts into end-use market groups, each of which concentrates on a particular product or, in some cases, customers within a product group. Thus, we have marketing teams that address the mobile phone market, the notebook and webcam market, the entertainment market, the digital still camera, or DSC, market, the security and surveillance market, and the automotive and medical markets.

28

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

In the mobile phone market in particular, future revenues depend to a large extent on design wins where, on the basis of an exhaustive evaluation of available products, a particular mobile phone maker determines which image sensor to design into one or more specific models. The time lag between design win and volume shipments varies from as little as three months to as much as 12 months, which could cause an unexpected delay in generating revenues, especially during periods of product transitions. Design wins are also an important driver in the many other markets that we address, and in some cases, such as automotive or medical applications, the time lag between a particular design win and revenue generation can be longer than one year.

The overwhelming majority of our sales depend on decisions by the engineering designers for manufacturers of products that incorporate image sensors to specify one of our products rather than one made by a competitor. In most cases, the decision to specify a particular image sensor requires conforming other specifications of the product to the chosen image sensor and makes subsequent changes both difficult and expensive. Accordingly, the ability to timely produce and deliver reliable products in large quantities is a key competitive differentiator. Since our inception, we have shipped more than 3.7 billion image sensors, including approximately 667 million in the nine months ended January 31, 2013. We believe that these quantities demonstrate the continuing capabilities of our production system, including our sources of offshore fabrication.

We outsource the wafer fabrication and packaging of our image-sensor products to third parties. We outsource the color filter and micro-lens phases of production to VisEra Technologies Company, Ltd., or VisEra, our joint venture with TSMC. This approach allows us to focus our resources on the design, development, marketing and testing of our products and to significantly reduce our capital requirements.

To increase and enhance our production capabilities, we work closely with TSMC, our principal wafer supplier and one of the largest wafer fabrication companies in the world, to increase, as necessary, the number of its fabrication facilities at which our products can be produced. Our investments in VisEra and three other key back-end packaging suppliers are part of a broad strategy to ensure that we have sufficient back-end capacity for the processing of our image sensors in the various formats required by our customers. To enhance our CameraCubeChip production capabilities, we acquired from VisEra in October 2011 its CameraCubeChip production and assembly operations, which we had previously outsourced to them.

We currently perform the final testing of our packaged products at our own facility in China. As necessary, we will make further investments to expand our testing and production capacity, as well as our overall capability to design additional custom products for our customers.

Since our customers’ end-user customers market and sell their products worldwide, our revenues by geographic location are not necessarily indicative of the geographic distribution of end-user sales, but rather indicate where the products and/or their components are manufactured or sourced. The revenues we report by geography are based on the country or region in which our customers issue their purchase orders to us.

Many of the products using our image sensors, such as mobile phones, notebooks and webcams, DSCs and cameras for entertainment applications, such as tablets, are consumer electronics goods. These mass-market consumer electronics goods generally have seasonal cycles which historically have caused the sales of our customers to fluctuate quarter-to-quarter. In addition, since a very large number of the manufacturers who use our products are located in China and Taiwan, the pattern of demand for our image sensors has been increasingly influenced by the timing of the extended lunar or Chinese New Year holiday, a period in which the factories which use our image sensors generally close. Consequently, demand for our image sensors has historically been stronger in the second and third quarters of our fiscal year and weaker in the first and fourth quarters of our fiscal year. Due to the global economic downturn in 2009, we experienced weaker than normal conditions in all of our markets in the third and fourth quarters of fiscal 2009. With the return to profitability in our business beginning in the second fiscal quarter of 2010 and throughout fiscal 2011, it appeared that the historical seasonal cycle had resumed its influence on our business. However, as a result of macroeconomic uncertainties in various advanced economies, some schedule delays in our product introductions and unexpected cutbacks in orders from certain of our key customers, our historical seasonal cycle was disrupted again in fiscal 2012. Beginning in fiscal 2013, our business started to recover and it is possible that the historical seasonal cycle will resume. Nonetheless, given the current economic environment, we remain cautious toward our near-term business prospects. While we believe that the market opportunities represented by mobile phones remain very large, the opportunities presented could be deferred because of the uncertainty surrounding the sustainability of the current global economic recovery.

29

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

We believe that, like the DSC market, mobile phone, tablet, notebook and webcam demand will not only continue to shift toward higher resolutions, but also will increasingly fragment into multiple market segments with differing product attributes. For example, we see the further expansion of the smartphone segment within the mobile phone market. In addition, there is increased demand for customization, and several different interface standards are coming to maturity. All of these trends will require the development of a broader variety of products.

As the markets for image sensors have grown, we have experienced competition from manufacturers of CMOS and CCD image sensors. Our principal competitors in the market for CMOS image sensors include Aptina Imaging, Samsung, Sharp, Sony, STMicroelectronics and Toshiba. We expect to see continued price competition in the image-sensor market for mobile phones, entertainment devices, notebooks and webcams, security and surveillance systems, digital still and video cameras, automotive and medical imaging systems as those markets continue to grow. Although we believe that we currently compete effectively in those markets, our competitive position could be impaired by companies that have greater financial, technical, marketing, manufacturing and distribution resources, broader product lines, better access to large customer bases, greater name recognition, longer operating histories and more established strategic and financial relationships than we do. Such companies may be able to adapt more quickly to new or emerging technologies and customer requirements or devote greater resources to the promotion and sale of their products. Many of these competitors own and operate their own fabrication facilities, which in certain circumstances may give them the ability to price their products more aggressively than we can or may allow them to respond more rapidly than we can to changing market opportunities.

In addition, from time to time, other companies enter the CMOS image-sensor market by using obsolete and available manufacturing equipment. While these efforts have rarely had any long-term success, the new entrants do sometimes manage to gain market share in the short-term by pricing their products significantly below current market levels which puts additional downward pressure on the prices we can obtain for our products.

In common with many other semiconductor products and as a response to competitive pressures, the average selling prices, or ASPs, of image-sensor products have declined steadily since their introduction, and we expect ASPs to continue to decline in the future. Some of this ASP decline may be offset by the adoption of some of our newer and higher resolution products. We have also started to ship our CameraCubeChip products, which carry a higher ASP because of the added value from the attachment of wafer-level optics to our image sensors. Depending on the adoption rate and unit volume, we believe these products may also mitigate the rate of ASP decline. In order to maintain or grow our revenues, we need to increase the number of units we sell by a large enough amount to offset the effect of declining ASPs.

Separately, in order to maintain our gross margins, we and our suppliers must work continuously to lower our manufacturing costs and increase our production yields. Recently, we requested our suppliers to invest in additional equipment in connection with the production of our OmniBSI-2 products. Such investment resulted in higher product costs and lower gross margins for us in the nine-month period ended January 31, 2013. We currently expect that our gross margins for the fourth quarter of fiscal 2013 will also remain at lower levels than we have experienced historically in similar periods. If we are unable to spread such added cost over larger unit sales or successfully negotiate lower prices with our suppliers, our gross margin may continue to stay at these lower levels for future periods as well. In addition, if we are unable to timely develop and introduce new products that can take advantage of smaller process geometries or new products that incorporate more advanced technology and include more advanced features that can be sold at higher ASPs, our gross margin may decline.

Having the ability to forecast customer demand correctly and to prepare the appropriate level of inventory to meet this demand is also important in the semiconductor industry. In fiscal 2011, the entire semiconductor industry, including us, experienced supply constraints. Due to supply constraints, semiconductor companies were unable to meet the product demands of their customers and were forced to take certain actions such as allocating available products among their customers or, in some cases, increasing the prices of their products. This resulted in harm to customer relations, the loss of sales to customers and, in some cases, the loss of future business with those customers. We faced these same challenges as we sought to meet our customers’ demand for our products. Despite these challenges, through careful strategic planning relating to our products and the technologies that we delivered to market, we were able to achieve

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

revenue growth and unit growth. If supply constraints were to happen again and we were unable to manage our products appropriately, our relations with our customers and their end user customers may be harmed and we may be unable to achieve future sales growth, which could result in our revenues, gross margins and other financial results being materially and adversely affected. Conversely, an excess in inventory supply can also adversely affect our performance. During the second quarter of fiscal 2012, certain of our key customers unexpectedly cutback their orders. In addition to reducing our unit sales of our OmniBSI and OmniPixel3-HS based products and adversely affecting our revenues for the second and third quarters of fiscal 2012, the cutback also resulted in our inventories at the end of the second and third quarters of fiscal 2012 being higher than we intended them to be. During the fourth quarter of fiscal 2012 and the nine months ended January 31, 2013, we significantly increased our OmniBSI-2 inventories as we prepared for anticipated increases in the sales of these products. Since our production capacity ramp is slower than our customers’ production ramp schedule, we must build inventory to ensure we can meet our obligations to customers. However, since customer demand can be volatile, we may be unable to sell inventories that were built in excess of demand, or we may have to sell at lower prices to eliminate excess inventories. Under such circumstances, we may be required to record significant provisions for excess and obsolete inventories. This could materially and adversely affect our results of operations and financial condition. We expect the business environment to remain volatile for the remainder of fiscal 2013, especially in the consumer-oriented product markets, and will continue to affect our ability to accurately forecast customer demand.

Given the rapidly changing nature of our technology, there can be no assurance that we will not encounter delays or other unexpected production yield issues with future products. In general, during the early stages of production, production yields and gross margins for new products are typically lower than those of established products. During production, we can also encounter unexpected manufacturing issues, such as unexpected back-end yield problems.

In addition, in preparation for new product introductions, we gradually decrease production of established products. Due to our 12-14 week production cycle, it is extremely difficult to predict precisely how many units of established products we will need. It is also difficult to accurately predict the speed of the ramp of new products. Given the current economic uncertainty, the visibility of our business outlook is extremely limited and forecasting is even more difficult than under normal market conditions. As a result, it is possible that we could suffer from shortages of certain products and build inventories in excess of demand for other products. We carefully consider the risk that our inventories may be in excess of expected future demand and record appropriate reserves. If, as sometimes happens, we are subsequently able to sell these reserved products, the sales have little or no associated cost and consequently, they have a favorable impact on gross margins.

Sources of Revenues

For shipments to customers without agreements that allow for returns or credits, principally OEMs and VARs, we recognize revenue using the “sell-in” method. Under this method, we recognize revenue when title passes to the customer provided that we have received a signed purchase order, the price is fixed or determinable, title and risk of loss has transferred to the customer, collection of resulting receivables is considered reasonably assured, product returns are reasonably estimable, there are no customer acceptance requirements and there are no remaining material obligations. We provide for future returns of potentially defective products based on historical experience at the time we recognize revenue. For cash consideration given to customers that is primarily in the form of rebates, and for which we do not receive a separately identifiable benefit or cannot reasonably estimate fair value, we record the amounts as reductions of revenue.

For shipment of products sold to distributors under agreements allowing for returns or credits, title and risk of ownership to the products transfer to the distributor upon shipment, and the distributor is obligated to pay for the products whether or not the distributor has sold them at the time payment is due. Under the terms of our agreements with such distributors and subject to our prior approval, distributors are entitled to reclaim from us as price adjustments the difference, if any, between the prices at which we sold the product to the distributors and the prices at which the product is subsequently sold by the distributor. In addition, distributors have limited rights to return inventory that they determine is in excess of their requirements, and accordingly, in determining the appropriate level of provision for excess and obsolete inventory, we take into account the inventories held by our distributors. For these reasons, prices and revenues are not fixed or determinable until the distributor resells the products to its customers and the distributor notifies us in writing of the details of such sales transactions. Accordingly, we recognize revenue using the “sell-through” method. Under the “sell-through” method, we defer the revenue, adjustments to revenue and the related costs of revenue until the final resale of such products to distributors’ customers. The amounts billed to these distributors, adjustments to revenue and the cost of inventory shipped to, but not yet sold by, the distributors are shown net on the Condensed Consolidated Balance Sheets as “Deferred revenues, less cost of revenues.”

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

In order to determine whether collection is probable, we assess a number of factors, including our past transaction history with the customer and the creditworthiness of the customer. If we determine that collection is not reasonably assured, we defer the recognition of revenue until collection becomes reasonably assured or upon receipt of payment.

Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies, please refer to the discussion in our Annual Report on Form 10-K for the fiscal year ended April 30, 2012. There have been no material changes in any of our critical accounting policies since April 30, 2012.

Results of Operations

The following table sets forth the results of our operations as percentages of revenues. Our historical operating results are not necessarily indicative of the results we can expect for any future period.

	Three Months Ended				Nine Months Ended
	January 31,				January 31,
	2013		2012		2013		2012
Revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenues	83.1		75.8		82.7		70.7
Gross margin	16.9		24.2		17.3		29.3
Operating expenses:
Research, development and related	6.5		14.1		8.1		12.3
Selling, general and administrative	4.3		8.6		5.1		7.0
Amortization of acquired patent portfolio	0.5		1.2		0.7		1.0
Total operating expenses	11.3		23.9		13.9		20.3
Income from operations	5.6		0.3		3.4		9.0
Benefit from acquisition of production operations from VisEra	—		—		—		1.3
Equity in earnings of investees, net	0.2		0.3		0.3		0.3
Interest expense, net	(0.2	)	(0.4	)	(0.2	)	(0.2	)
Other income (expense), net	—		(0.1	)	0.1		(0.2	)
Income before income taxes	5.6		0.1		3.6		10.2
Provision for income taxes	0.6		0.0		0.4		0.9
Net income	5.0	%	0.1	%	3.2	%	9.3	%

Three Months Ended January 31, 2013 as Compared to Three Months Ended January 31, 2012

Revenues

We derive substantially all of our revenues from the sale of our image-sensor products that are used in a wide variety of consumer and commercial mass-market applications including mobile phones, entertainment devices, notebooks and webcams, security and surveillance cameras, DSCs, automotive and medical products. Revenues for the three months ended January 31, 2013 increased by 128.7% to $423.5 million from $185.2 million for the three months ended January 31, 2012. The increase in revenues was primarily due to a 76.0% increase in unit sales of our image-sensor products, reflecting increased unit shipments into the mobile phone, the entertainment, and the notebook and webcam markets. The increase in unit shipment in the three months ended January 31, 2013, as compared to the three months ended January 31, 2012, was principally attributable to an increase in shipment of HD sensors, the result of a significant and pervasive conversion from VGA to HD sensors in many mobile consumer applications. Unit sales for our 2-megapixel and above products also increased, commensurate with a general increase in demand for higher resolution sensors in consumer applications. The industry trend of converting from VGA to HD sensors, and the increase in demand for other higher resolution sensors, caused favorable mix shifts in our unit sales, which in turn increased our ASPs by 30.2% for the three months ended January 31, 2013 when compared to the prior year period.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

Revenues from Sales to OEMs and VARs as Compared to Distributors

We sell our image-sensor products either directly to OEMs and VARs or indirectly through distributors. The percentage of revenues from sales to OEMs and VARs was higher in the three months ended January 31, 2013 than in the prior year period. We expect that the percentage of revenues from sales through OEMs and VARs will vary from year to year in response to changes in the composition of our customer list, and that it may continue to represent a majority of our revenues. The gross margin that we earn on sales to OEMs and VARs or through distributors is not significantly different.

The following table shows the percentages of revenues from sales to OEMs and VARs and distributors for the periods indicated:

	Three Months Ended
	January 31,
	2013		2012
OEMs and VARs	85.2	%	79.2	%
Distributors	14.8		20.8
Total	100.0	%	100.0	%

OEMs and VARs.   In the three months ended January 31, 2013, three OEM customers accounted for approximately 21.8%, 13.9% and 12.2% of our revenues, respectively. In the three months ended January 31, 2012, three OEM customers accounted for approximately 11.8%, 10.7% and 10.2% of our revenues, respectively. For the three months ended January 31, 2013 and 2012, no other OEM or VAR customer accounted for 10% or more of our revenues. The change in the composition of our OEM customers accounting for 10% or more of our revenues during the three months ended January 31, 2013 was primarily attributable to changes in supply chain arrangements that our key customers’ end-user customers made during this period. As a result of these changes, only one OEM customer received significant product shipments from us in both the three months ended January 31, 2013 and the similar prior year period.

Distributors.   In the three months ended January 31, 2013, no distributor customer accounted for 10% or more of our revenues. In the three months ended January 31, 2012, one distributor customer accounted for approximately 13.7% of our revenues.

Revenues from Domestic Sales as Compared to Foreign Sales

The following table shows the percentages of our revenues derived from sales of our image-sensor products to domestic customers as compared to foreign customers for the three months ended January 31, 2013 and 2012:

	Three Months Ended
	January 31,
	2013		2012
Domestic sales	0.2	%	12.2	%
Foreign sales	99.8		87.8
Total	100.0	%	100.0	%

We derive the majority of our foreign sales from customers in Asia and, to a lesser extent, in Europe. Our sales to Asia-Pacific customers remain significant primarily due to the continuing trend of outsourcing the production of consumer electronics products to Asia-Pacific manufacturers and facilities and as a result of the expanding markets in Asia for consumer products. The revenues we report by geography are based on the country or region in which our customers issue their purchase orders to us. Because of the preponderance of Asia-Pacific manufacturers and the fact that virtually all products incorporating our image-sensor products are sold globally, we believe that the geographic distribution of our sales does not accurately reflect the geographic distribution of sales into end-user markets of products which incorporate our image sensors. Over time, our domestic and foreign sales mix may fluctuate as a result of changes in the composition of our customer list that we experience in our business.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

Domestic sales as a percentage of total revenues in the three months ended January 31, 2013 decreased to 0.2%, from 12.2% for the three months ended January 31, 2012. The decrease was attributable to a decrease in revenues from one domestic OEM customer who purchased our products directly in the prior year period, but changed their supply chain arrangement in early fiscal 2013, and had their foreign contractors issue purchase orders to us instead.

Gross Profit

Our gross margin in the three months ended January 31, 2013 decreased to 16.9% from 24.2% for the three months ended January 31, 2012. The year-over-year decrease in gross margin reflected an increase in unit shipments of our OmniBSI-2 products, which carried higher per-unit production costs when compared to products we shipped during the three months ended January 31, 2012, because of additional assembly and manufacturing costs incurred by our supply chain vendors in connection with capacity expansion. Price erosion experienced by our older products also contributed to the decrease in gross margin. In addition, we experienced a decrease in the sales of previously written-down products in the three months ended January 31, 2013, which totaled $1.4 million, as compared to $2.6 million during the same period in the prior fiscal year. We also recorded an increase in the write-down of inventories which totaled approximately $5.5 million during the three months ended January 31, 2013, as compared to $3.4 million in the similar prior year period. We recorded approximately $0.9 million in stock-based compensation expense to cost of revenues during the three months ended January 31, 2013, as compared to $0.8 million in the similar prior year period. We currently expect our OmniBSI-2 devices to continue to constitute a significant portion of our unit shipments in the fourth quarter of fiscal 2013. As a consequence, although we are working with our supply chain vendors to reduce production costs, we expect that our gross margins for the fourth quarter of fiscal 2013 will also remain at lower levels than we have experienced historically in similar periods.

Research, Development and Related Expenses

Research, development and related expenses consist primarily of compensation and personnel-related expenses, non-recurring engineering costs related principally to the costs of the masks we buy when we release new product designs to the manufacturing foundries, costs for purchased materials, designs, tooling, depreciation of computers and workstations, and amortization of acquired intangible intellectual property and computer aided design software. Research, development and related expenses may fluctuate significantly as the number of new designs we release to the foundries can fluctuate from period to period. Research, development and related expenses for the three months ended January 31, 2013 increased to approximately $27.4 million from approximately $26.2 million for the three months ended January 31, 2012. As a percentage of revenues, research, development and related expenses for the three months ended January 31, 2013 and 2012 represented 6.5% and 14.1%, respectively.

The increase in research, development and related expenses of approximately $1.2 million, or 4.5%, for the three months ended January 31, 2013 from the similar period in the prior year resulted from: a $2.7 million increase in salary and payroll-related expenses resulting primarily from a headcount increase; a $418,000 increase in facility and office expenses; partially offset by a $2.1 million decrease in non-recurring engineering expenses related to new product development. We anticipate that research, development and related expenses will increase due to an anticipated increase in mask releases and other non-recurring engineering expenses.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of compensation and personnel-related expenses, commissions paid to distributors and manufacturers’ representatives, and accounting and legal expenses. Selling, general and administrative expenses for the three months ended January 31, 2013 increased to approximately $18.2 million from $15.8 million for the three months ended January 31, 2012. As a percentage of revenues, selling, general and administrative expenses for the three months ended January 31, 2013 and 2012 represented 4.3% and 8.6%, respectively.

The increase in selling, general and administrative expenses of approximately $2.4 million, or 15.0%, for the three months ended January 31, 2013 from the similar period in the prior year resulted primarily from: a $1.3 million increase in salary and payroll-related expenses resulting primarily from a headcount increase; a $0.7 million increase in commission expenses paid primarily to distributors and sales representatives; a $340,000 increase in stock-based compensation expense; partially offset by a $308,000 decrease in facility and office expenses. We anticipate that our selling, general and administrative expenses will decrease slightly during the fourth quarter of fiscal 2013 when compared with our third quarter of fiscal 2013.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

Amortization of Acquired Patent Portfolio

In March 2011, we purchased certain image sensor-related patents and patent applications from Eastman Kodak Company, or Kodak, in a cash transaction. As a result, we recorded $65.0 million in additions to intangible assets, which we began amortizing during the three months ended April 30, 2011. Consequently, amortization of acquired patent portfolio totaled approximately $2.3 million for each of the three months ended January 31, 2013 and 2012.

Equity in Earnings of Investees, Net

Equity in earnings of investees, net, for the three months ended January 31, 2013 totaled $0.9 million, as compared to $0.5 million in the prior year. Equity in earnings of investees, net for the three months ended January 31, 2013 and 2012 represented our portion of the net income recorded by China WLCSP Limited, or WLCSP, and equity method investment adjustments.

Interest Expense, Net

We invest our cash, cash equivalents and short-term investments in interest-bearing accounts consisting primarily of money market funds, commercial paper, certificates of deposit, high-grade corporate securities and government bonds. Additionally, we have obtained funds under certain long-term borrowing facilities comprised of a mortgage loan and a construction loan. Interest expense, net, totaled approximately $0.7 million for the three months ended January 31, 2013, similar to the prior year period. The quarter-over-quarter change in interest expense, net, resulted from a $121,000 decrease in interest expense, offset by a $102,000 decrease in interest income. The decrease in interest expense was attributable to the accretion of less interest on the purchase consideration due VisEra in fiscal 2013 for the CameraCubeChip production operations that we acquired in October 2011, which we had paid down by $9.0 million in December 2012. The decrease in interest income was the result of balance decreases on interest-bearing accounts for the three months ended January 31, 2013 as compared to the same period in the prior year.

Other Income (Expense), Net

Other income (expense), net, for the three months ended January 31, 2013 was an expense of $5,000, as compared to an expense of $220,000 in the prior year. Other income (expense), net, for the three months ended January 31, 2013 included a $321,000 gain on the interest rate swap agreement related to the mortgage on our complex of four buildings located in Santa Clara, California, or our Santa Clara Property, partially offset by a $269,000 loss from foreign exchange and a $55,000 net expenditure associated with the leasing out of our office space. Other income (expense), net, for the three months ended January 31, 2012 was primarily a $223,000 loss on the interest rate swap agreements related to the mortgage loan and the term loan on our Santa Clara Property.

Provision for Income Taxes

We generated approximately $23.8 million and $89,000 in income before income taxes for the three months ended January 31, 2013 and 2012, respectively. We recorded provision for income taxes of approximately $2.5 million for the three months ended January 31, 2013 and benefit from income taxes of approximately $22,000 for the three months ended January 31, 2012, resulting in effective tax rates of 10.3% and (24.7)% for the respective periods. Our effective tax rate reflects the impact of a significant amount of our earnings being taxed in foreign jurisdictions at rates below the U.S. statutory tax rate. The American Taxpayer Relief Act, which was signed into law on January 2, 2013, retroactively extended the U.S. Federal Research and Development tax credit, or Federal R&D Credit, from January 1, 2012 to December 31, 2013.

Our quarterly income taxes reflect an estimate of the corresponding fiscal year’s annual effective tax rate and include, when applicable, adjustments from discrete tax items. For the three months ended January 31, 2013, our overall estimation of the current fiscal year’s annual effective tax rate reflected the adverse effect of an increase in non-deductible stock-based compensation expenses and the favorable impact from the retroactively extended Federal R&D Credit. Our provision for income taxes for the three months ended January 31, 2013 was increased by an unfavorable discrete adjustment from the income tax expenses accrued on undistributed earnings for certain non-U.S. investee companies, partially offset by favorable adjustments resulting from the tax benefit from the retroactively extended Federal R&D Credit and the foreign exchange gain associated with our unrecognized tax benefits.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

During the three months ended January 31, 2013, we reduced unrecognized tax benefits by approximately $34,000 due to the lapse of the applicable statute of limitations. During the three months ended January 31, 2013, we accrued an additional $281,000 of interest related to our unrecognized tax benefits. We are under tax examination in a foreign jurisdiction for the fiscal years ended April 30, 2004 through April 30, 2009. It is possible that this tax examination may be concluded in the next 12 months. We will continue to review our tax positions and provide for, or reverse, unrecognized tax benefits as additional information arises. As of January 31, 2013, we anticipate that the balance of gross unrecognized tax benefits will decrease by $9.0 million due to the lapse of the applicable statutes of limitations in various jurisdictions over the next 12 months.

Nine Months Ended January 31, 2013 as Compared to Nine Months Ended January 31, 2012

Revenues

Revenues for the nine months ended January 31, 2013 increased by 57.8% to approximately $1.1 billion from $679.2 million for the nine months ended January 31, 2012. The increase in revenues was due to a 42.8% increase in unit sales of our image-sensor products, primarily attributable to increases in unit shipments into the mobile phone and the entertainment markets. The increase in unit shipment was primarily attributable to unit sales increases in our HD and 2-megapixel and above products, partially offset by unit sales decrease in our VGA products. The increase in unit sales for our HD products and a corresponding decrease in unit sales for our VGA products were driven by a significant trend in the consumer industry to convert from VGA to HD sensors in many mobile consumer applications. Because our HD and 2-megapixel and above products carry higher unit sales prices when compared to VGA products, this favorable product mix shift in our product sales resulted in a 10.3% increase in our ASPs.

Revenues from Sales to OEMs and VARs as Compared to Distributors

The following table shows the percentages of revenues from sales to OEMs and VARs and distributors in the nine months ended January 31, 2013 and 2012:

	Nine Months Ended
	January 31,
	2013		2012
OEMs and VARs	82.1	%	78.3	%
Distributors	17.9		21.7
Total	100.0	%	100.0	%

OEMs and VARs.   In the nine months ended January 31, 2013, three OEM customers accounted for approximately 18.5%, 12.3% and 10.7% of our revenues, respectively. In the nine months ended January 31, 2012, one OEM customer accounted for approximately 13.9% of our revenues. For the nine months ended January 31, 2013 and 2012, no other OEM or VAR customer accounted for 10% or more of our revenues.

Distributors.   In the nine months ended January 31, 2013, one distributor customer accounted for approximately 10.9% of our revenues. In the nine months ended January 31, 2012, one distributor customer accounted for approximately 13.2% of our revenues. For the nine months ended January 31, 2013 and 2012, no other distributor customer accounted for 10% or more of our revenues.

Revenues from Domestic Sales as Compared to Foreign Sales

The following table shows the percentages of our revenues derived from sales of our image-sensor products to domestic customers as compared to foreign customers for the nine months ended January 31, 2013 and 2012:

	Nine Months Ended
	January 31,
	2013		2012
Domestic sales	0.2	%	5.9	%
Foreign sales	99.8		94.1
Total	100.0	%	100.0	%

36

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

We derive the majority of our foreign sales from customers in Asia and, to a lesser extent, in Europe. Our sales to Asia-Pacific customers remain significant primarily due to the continuing trend of outsourcing the production of consumer electronics products to Asia-Pacific manufacturers and facilities and as a result of the expanding markets in Asia for consumer products. The revenues we report by geography are based on the country or region in which our customers issue their purchase orders to us. Because of the preponderance of Asia-Pacific manufacturers and the fact that virtually all products incorporating our image-sensor products are sold globally, we believe that the geographic distribution of our sales does not accurately reflect the geographic distribution of sales into end-user markets of products which incorporate our image sensors. Over time, our domestic and foreign sales mix may fluctuate as a result of changes in the composition of our customer list that we experience in our business.

Gross Profit

Our gross margin in the nine months ended January 31, 2013 decreased to 17.3% from 29.3% for the nine months ended January 31, 2012. The year-over-year decrease in gross margin reflected an increase in unit shipments of our OmniBSI-2 products, which carried higher per-unit production costs when compared to products we shipped during the nine months ended January 31, 2012. A significant portion of the OmniBSI-2 products were HD sensors, and the increase in unit shipments of which reflected the trend in the consumer industry to convert from VGA to HD sensors in many mobile consumer applications. In addition, the CameraCubeChip production operations was reflected in our cost of revenues for the nine months ended January 31, 2013, whereas for the prior year period, the CameraCubeChip production operations was reflected in our cost of revenues for only a three-month period, beginning from our purchase date of October 31, 2011. We also had an increase in the write-down of inventories which totaled approximately $16.9 million during the nine months ended January 31, 2013, as compared to $11.1 million in the similar prior year period. In the nine months ended January 31, 2013, we also recorded a decrease in sales from previously written down products, which totaled $5.5 million, as compared to $10.9 million during the similar period in the prior fiscal year. We recorded approximately $3.0 million in stock-based compensation expense to cost of revenues during the nine months ended January 31, 2013, as compared to $2.0 million in the nine months ended January 31, 2012.

Research, Development and Related Expenses

Research, development and related expenses for the nine months ended January 31, 2013 increased to approximately $86.6 million from approximately $83.6 million for the nine months ended January 31, 2012. As a percentage of revenues, research, development and related expenses for the nine months ended January 31, 2013 and 2012 represented 8.1% and 12.3%, respectively.

The increase in research, development and related expenses of approximately $3.0 million, or 3.6%, for the nine months ended January 31, 2013 from the similar prior year period resulted primarily from: a $5.9 million increase in salary and payroll-related expenses; a $3.1 million increase in stock-based compensation expense; a $0.8 million increase in expenditures for design software tools; partially offset by a $6.9 million decrease in non-recurring engineering expenses related to new product development.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended January 31, 2013 increased to approximately $55.1 million from $47.7 million for the nine months ended January 31, 2012. As a percentage of revenues, selling, general and administrative expenses for the nine months ended January 31, 2013 and 2012 represented 5.1% and 7.0%, respectively.

The increase in selling, general and administrative expenses of approximately $7.4 million, or 15.4%, for the nine months ended January 31, 2013 from the similar period in the prior year resulted primarily from: a $2.4 million increase in stock-based compensation expense; a $1.9 million increase in legal expenses related to patent defense; a $1.6 million increase in compensation and personnel-related expenses; and a $1.5 million increase in commission expenses paid primarily to distributors and sales representatives.

Amortization of Acquired Patent Portfolio

In March 2011, we purchased certain image sensor-related patents and patent applications from Kodak. Amortization of acquired patent portfolio totaled approximately $7.0 million for the nine months ended January 31, 2013 and 2012, respectively.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

Benefit from Acquisition of Production Operations from VisEra

In October 2011, we acquired the CameraCubeChip production operations from VisEra, for a total consideration of $42.9 million, to be paid in fiscal 2012 and 2013. VisEra recorded the difference between the purchase price and the carrying values of the machinery and equipment sold to us as a gain from the sale of the CameraCubeChip production operations’ controlling interest. As we account for our investment in VisEra under the equity method, we recorded a one-time benefit of $8.6 million in “Benefit from acquisition of production operations from VisEra,” representing our portion of the net amount of gain recorded by VisEra.

Equity in Earnings of Investees, Net

Equity in earnings of investees, net, for the nine months ended January 31, 2013 totaled $3.3 million, as compared to $2.2 million in the prior year. Equity in earnings of investees, net for the nine months ended January 31, 2013 and 2012 represented our portion of the net income recorded by WLCSP and equity method investment adjustments.

Interest Expense, Net

Interest expense, net, for the nine months ended January 31, 2013 increased to approximately $2.2 million from $1.2 million for the nine months ended January 31, 2012. The increase in interest expense, net, for the nine months ended January 31, 2013 as compared to the corresponding period in the prior year was the result of a $236,000 increase in interest expense, primarily associated with the accretion of interest on the purchase consideration payable to VisEra in fiscal 2013, and a $0.8 million decrease in interest income.

Other Income (Expense), net

Other income (expense), net, for the nine months ended January 31, 2013 was an income of $311,000, as compared to an expense of $1.4 million in the prior year. Other income (expense), net, for the nine months ended January 31, 2013 included a $0.5 million gain on the interest rate swap agreement related to the mortgage loan on the Santa Clara Property and a $261,000 loss from foreign exchange. Other income (expense), net, for the nine months ended January 31, 2012 included a $1.2 million loss on the interest rate swap agreements related to the mortgage and the term loan on the Santa Clara Property.

Provision for Income Taxes

We generated approximately $38.1 million and $69.0 million in income before income taxes for the nine months ended January 31, 2013 and 2012, respectively. We recorded provision for income taxes of approximately $4.1 million and $5.8 million for the nine months ended January 31, 2013 and 2012, respectively, resulting in effective tax rates of 10.9% and 8.4% for the respective periods.

Our quarterly income taxes reflect an estimation of the corresponding fiscal year’s annual effective tax rate and include, when applicable, adjustments from discrete tax items. For the nine months ended January 31, 2013, our overall estimation of the current fiscal year’s annual effective tax rate reflected the adverse effect of an increase in non-deductible stock-based compensation expenses and the favorable impact from the retroactively extended Federal R&D Credit. Our provision for income taxes for the nine months ended January 31, 2013 was increased by an unfavorable discrete adjustment from income tax expenses accrued on undistributed earnings for certain non-U.S. investee companies, partially offset by favorable adjustments resulting from the tax benefit from the retroactively extended Federal R&D Credit, the reduction of unrecognized tax benefits due to the lapse of the applicable statutes of limitations in various jurisdictions, and the foreign exchange gain associated with our unrecognized tax benefits.

During the nine months ended January 31, 2013, we reduced unrecognized tax benefits by approximately $3.6 million due to the lapse of applicable statutes of limitations in various jurisdictions. During the nine months ended January 31, 2013, we accrued an additional $0.9 million of interest related to our unrecognized tax benefits. We are under tax examination in a foreign jurisdiction for the fiscal years ended April 30, 2004 through April 30, 2009. It is possible that this tax examination may be concluded in the next 12 months. We will continue to review our tax positions and provide for, or reverse, unrecognized tax benefits as issues arise. As of January 31, 2013, we anticipate that the balance of gross unrecognized tax benefits will decrease by $9.0 million due to the lapse of statutes of limitations in various jurisdictions over the next 12 months.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

Liquidity and Capital Resources

Our principal sources of liquidity as of January 31, 2013 consisted of cash, cash equivalents and short-term investments totaling $220.3 million.

Liquidity

Our working capital increased to $569.4 million as of January 31, 2013, as compared to $533.2 million as of April 30, 2012. Our working capital increased as a result of: a $82.0 million increase in inventories to support the year-over-year increase in unit sales; a $64.1 million increase in accounts receivable, net, resulting from a revenue increase of $205.0 million for the three months ended January 31, 2013 from the three months ended April 30, 2012; a $7.5 million decrease in accounts payable; a $0.8 million increase in prepaid expenses and other current assets; and a $0.8 million decrease in accrued expenses and other current liabilities. These increases in working capital were partially offset by: a $110.7 million decrease in cash, cash equivalents and short-term investments primarily due to cash used in operating activities; a $6.1 million increase in deferred revenues, less cost of revenues; a $1.7 million decrease in prepaid and deferred income taxes; and a $0.6 million increase in the current portion of long-term debt.

Cash balances are held by our U.S. headquarters and our subsidiaries throughout the world, including substantial amounts held by our foreign subsidiaries. Most of the amounts held by our foreign subsidiaries could be repatriated to the U.S., but under the current law, would be subject to U.S. federal and state income taxes, less applicable foreign tax credits.

In March 2007, we purchased the Santa Clara Property. In connection with the purchase, we obtained from a domestic bank a mortgage loan with a principal amount of $27.9 million, or the Mortgage Loan, and a term loan with a principal amount of $12.0 million, or the Term Loan. The Term Loan was paid off in full in August 2012. As of January 31, 2013, the principal amount outstanding under the Mortgage Loan was $24.3 million.

In August 2009, in order to finance costs associated with the construction of a research center for our wholly-owned subsidiary in Shanghai, OmniVision Technologies (Shanghai) Co. Ltd., or OTC, we entered into a fixed asset loan agreement with a bank in China, or the Construction Loan. We completed the construction of the research center during the three months ended October 31, 2010. As of January 31, 2013, the principal amount outstanding under the Construction Loan was $15.1 million.

Cash Flows from Operating Activities

For the nine months ended January 31, 2013, net cash used in operating activities totaled approximately $69.4 million as compared to net cash used in operating activities of approximately $96.8 million for the corresponding period in the prior year. The principal components of the current year amount were: net income of approximately $34.0 million for the nine months ended January 31, 2013; adjustments for non-cash charges of $25.8 million in depreciation and amortization, $25.8 million in stock-based compensation, $16.9 million in write-down of inventories, $15.5 million in gain on equity investments, net, $5.0 million in tax effect from stock-based compensation, and $3.7 million in excess tax benefits from stock-based compensation; a $13.0 million decrease in prepaid expenses and other assets; and a $5.7 million increase in deferred revenues, less cost of revenues. These increases were offset by: a $100.5 million increase in inventories; a $64.1 million increase in accounts receivable, net; a $5.9 million decrease in accounts payable; a $3.2 million increase in prepaid and deferred income taxes; and a $2.3 million decrease in income taxes payable. The $100.5 million increase in inventories was primarily driven by the need to support the year-over-year increase in unit sales. The $64.1 million increase in accounts receivable, net was caused by the increased amount of revenues recorded during the three months ended January 31, 2013 as compared to the three months ended April 30, 2012.

For the nine months ended January 31, 2012, net cash used in operating activities totaled approximately $96.8 million. The principal components of the net cash used in operating activities during the nine months ended January 31, 2012 were: net income of approximately $63.2 million for the nine months ended January 31, 2012; adjustments for non-cash charges of $21.9 million in depreciation and amortization, $19.3 million in stock-based compensation, $11.1 million in write-down of inventories, $8.6 million in benefit from acquisition of production operations from VisEra, $7.7 million in gains on equity investments, net, and $1.2 million in losses on interest rate

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

swaps; a $9.9 million decrease in accounts receivable, net; a $3.9 million decrease in prepaid and deferred income taxes; and a $3.3 million decrease in prepaid expenses and other current assets. These increases were partially offset by: a $153.7 million increase in inventories; $45.7 million decrease in accounts payable; a $6.8 million decrease in accrued expenses and other current liabilities; a $6.1 million decrease in deferred revenues, less cost of revenues; and a $2.1 million decrease in income taxes payable. The $153.7 million increase in inventories was primarily caused by a cutback in orders by our customers in the second quarter of fiscal 2012. The $45.7 million decrease in accounts payable resulted from the payment of inventories that we received during the first half of the quarter. The $9.9 million decrease in accounts receivable, net, reflects the decreased level of revenues during the three months ended January 31, 2012 as compared to the three months ended April 30, 2011.

Cash Flows from Investing Activities

For the nine months ended January 31, 2013, our net cash used in investing activities totaled $34.6 million, as compared to net cash provided by investing activities of approximately $9.9 million for the corresponding period in the prior year, due to $264.4 million in purchases of short-term investments, $29.9 million in purchases of property, plant and equipment, net of sales, $10.3 million in purchases and deposits for intangible and other asset, and $9.0 million in payment for the acquisition of the CameraCubeChip production operations from VisEra, partially offset by $279.1 million in net proceeds from sales or maturities of short-term investments. For the nine months ended January 31, 2012, our cash provided by investing activities totaled $9.9 million, primarily due to $137.4 million in net proceeds from sales or maturities of short-term investments, partially offset by $76.1 million in purchases of short-term investments, $26.0 million in payment for the acquisition of the CameraCubeChip production operations from VisEra, $18.5 million in purchases of property, plant and equipment, net of sales, $6.5 million in purchases of intangible and other asset and $421,000 in purchases of long-term investment.

Cash Flows from Financing Activities

For the nine months ended January 31, 2013, net cash provided by financing activities totaled approximately $8.3 million, as compared to net cash used in financing activities of approximately $81.8 million for the corresponding period in the prior year, due to $7.6 million in proceeds from the exercise of stock options and employee purchases through our employee stock purchase plan and $3.7 million in excess tax benefits from stock-based compensation, partially offset by $3.0 million used to repay long-term borrowings. For the nine months ended January 31, 2012, net cash used in financing activities totaled approximately $81.8 million, due to the use of $100.0 million for the repurchase of our common stock and $3.5 million to repay long-term borrowings, partially offset by $19.1 million in proceeds from the exercise of stock options and employee purchases through our employee stock purchase plan and $2.6 million in excess tax benefits from stock-based compensation.

Capital Commitments and Resources

During the three months ended April 30, 2011, we formed OmniVision Optoelectronics Technologies (Shanghai) Co. Ltd., or OOC-China, a wholly-owned subsidiary in Shanghai, China, for the purpose of expanding our manufacturing capabilities for CameraCubeChip production. As of January 31, 2013, we had contributed $11.5 million of the committed $25.0 million registered capital. We are required to contribute the remaining $13.5 million by April 2014. See Note 13 — “Commitments and Contingencies” to our condensed consolidated financial statements.

We currently expect our available cash, cash equivalents and short-term investments, together with cash that we anticipate generating from operating activities, will be sufficient to satisfy our capital requirements over approximately the next twelve months. Other than normal working capital requirements, we expect our capital requirements totaling approximately $40.0 million over approximately the next twelve months will consist primarily of funding capital investments in our wholly-owned subsidiaries.

Our ability to generate cash from operations is subject to substantial risks described below under the caption Part II Item 1A, “Risk Factors.” We encourage you to review these risks carefully.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations and commercial commitments as of January 31, 2013 and the effect such obligations and commitments are expected to have on our liquidity and cash flows in future periods (in thousands):

	Payments Due by Period
			Less than						More than
	Total		1 Year		1 - 3 Years		4 - 5 Years		5 Years
Contractual Obligations:
Operating leases	$	5,422	$	4,349	$	831	$	242	$	—
Debt obligations(1)	39,474		3,739		10,663		25,072		—
Purchase obligations(2)	221,718		221,718		—		—		—
Total contractual obligations	266,614		229,806		11,494		25,314		—
Other Commercial Commitments:
OOC-China(3)	13,452		13,452		—		—		—
Total commercial commitments	13,452		13,452		—		—		—
Total contractual obligations and commercial commitments	$	280,066	$	243,258	$	11,494	$	25,314	$	—

(1)In March 2007, we entered into the Mortgage Loan with a domestic bank in the amount of $27.9 million. In August 2009, we entered into the Construction Loan with a bank in China to finance costs associated with the construction of a research center for OTC. As of January 31, 2013, our balances outstanding under the Mortgage Loan and Construction Loan were approximately $24.3 million and $15.1 million, respectively. See Note 7 —“Borrowing Arrangements and Related Derivative Instruments” to our condensed consolidated financial statements. The amounts as disclosed in the table above do not include any associated interest payments as the loans have variable interest rates and interests will vary accordingly.

(2)Purchase obligations represent outstanding purchase orders that we have placed with our suppliers at period-ends. The lead time for delivery is long, typically 12 to 14 weeks, and suppliers must prepare unique materials for us at the beginning of the fabrication process. Accordingly, we are precluded from cancelling our orders once placed and the production process has begun.

(3)During the three months ended April 30, 2011, we formed OOC-China, a wholly owned subsidiary in Shanghai, China, for the purpose of expanding our manufacturing capabilities. Through January 2013, we have contributed $11.5 million of the committed $25.0 million registered capital. We are required to contribute the remaining $13.5 million by April 2014. See Note 13 — “Commitments and Contingencies” to our condensed consolidated financial statements.

As of January 31, 2013, the long-term income taxes payable, including estimated interest and penalties, was $85.8 million. We are unable to make a reasonably reliable estimate of the timing of payments in individual years due to uncertainties in the timing of tax audits, if any, or their outcomes. Accordingly, we have excluded this obligation from the schedule summarizing our significant obligations to make future payments under contractual obligations as of January 31, 2013 presented above.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements during the periods covered by this Quarterly Report on Form 10-Q.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)

Recent Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board, or FASB, revised the authoritative guidance for testing indefinite-lived intangible assets for impairment. The revised guidance permits a company first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The qualitative assessment will form the basis for determining whether it is necessary to perform a quantitative impairment test. The guidance is effective for us beginning in the first quarter of fiscal 2014. We do not expect the adoption of this guidance to have any material impact on our financial position, results of operations or cash flows.

In February 2013, the FASB modified the authoritative guidance on how comprehensive income is presented. The new guidance requires that companies present either in a note or parenthetically on the face of the financial statements, the effect of significant reclassification adjustments from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The guidance is effective for us beginning in the first quarter of fiscal 2014. We do not expect the adoption of this guidance to have any material impact on our financial position, results of operations or cash flows.

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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

We sell our products globally, in particular to OEMs, VARs and distributors in China, Japan, Korea and Taiwan.

The great majority of our transactions with our customers and vendors are denominated in U.S. dollars. The expenses we incur in currencies other than U.S. dollars affect gross profit, research, development and related expenses, selling, general and administrative expenses and income taxes, and are primarily incurred in China, where the Chinese Yuan, or CNY, is the local currency and in Taiwan, where the New Taiwan dollar is the local currency.

As of January 31, 2013, the functional currency of all of our wholly-owned subsidiaries is the U.S. dollar. Transaction gains and losses resulting from transactions denominated in currencies other than the respective functional currencies are included in “Other income (expense), net” for the periods presented. The amounts of transaction gains and losses for the three and nine months ended January 31, 2013 were not material.

Given that the operating expenses which we incur in currencies other than U.S. dollars have not been a significant percentage of our revenues, we do not believe that our foreign currency exchange rate fluctuation risk is significant. Consequently, we do not believe that a 10% change in foreign currency exchange rates would have a significant effect on our future net income or cash flows.

In August 2009, in order to finance costs associated with the construction of a research center in OTC, we entered into the Construction Loan with a bank in China. The Construction Loan is denominated in CNY. As of January 31, 2013, the principal amount outstanding under the Construction Loan was $15.1 million. As of January 31, 2013, a hypothetical 10% weakening of the U.S. dollar against CNY would result in approximately $1.5 million of additional remeasurement losses. As of January 31, 2013, a hypothetical 10% strengthening of the U.S. dollar against CNY would result in approximately $1.5 million of additional remeasurement gains.

We have not hedged exposures denominated in foreign currencies or used any other derivative financial instruments. Although we transact the overwhelming majority of our business in U.S. dollars, future fluctuations in the value of the U.S. dollar may affect the competitiveness of our products and thus may impact our results of operations.

Market Interest Rate Risk

Our cash equivalents and short-term investments are exposed to financial market risk due to fluctuation in interest rates, which may affect our interest income and, from time to time, the fair market value of our investments. We manage our exposure to financial market risk by performing ongoing evaluations of our investment portfolio. We presently invest in money market funds, certificates of deposit issued by banks, commercial paper, high-grade corporate securities and government bonds maturing approximately 18 months or less from the date of purchase.

Due to the short maturities of our investments, the carrying value should approximate the fair market value. In addition, we do not use our investments for trading or other speculative purposes. Due to the short duration of our investment portfolio, we do not expect that an immediate 10% change in interest rates would have a material effect on the fair market value of our portfolio. Therefore, we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates. We do not believe that the recent instability in global financial markets has significantly affected the value of our cash and short-term investments.

During fiscal 2007, we financed the purchase of the Santa Clara Property with a $27.9 million mortgage loan. The mortgage loan is a variable rate loan which bears interest at LIBOR plus 90 basis points and changes in the interest rate affect our interest payments. However, concurrent with the mortgage loan, we also entered into an interest rate swap with a notional amount that approximates the principal outstanding under the mortgage loan. We are the fixed rate payer under the swap with a fixed rate of 5.3%. By July 2008, we drew down the total available amount of $12.0 million under a related term loan. Concurrent with the term loan, we also entered into an interest rate swap with a notional amount that approximates the principal outstanding under the term loan. Before the maturity of this term loan in July 2012, we were the fixed rate payer under the swap with a fixed rate of 4.3%. Consequently, although we are required to mark the value of the swaps to market at each balance sheet date and record the associated non-cash cost or benefit as part of “Other income (expense), net,” a hypothetical 10% change in LIBOR would not have a material effect on our interest expense for the three and nine months ended January 31, 2013.

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As to the Construction Loan, the interest rate is based on an indicative rate as published by the Chinese government, and will be adjusted every September to the then current published rate. The interest rate under the Construction Loan was 6.1% at January 31, 2013. We do not hedge against the risk of interest rate changes for the Construction Loan. However, since the current interest rate is published by the Chinese government and will not be adjusted until September 2013, any hypothetical 10% shifts in yield would not cause a significant adverse impact to our results of operations, cash flows or to our financial position for the three and nine months ended January 31, 2013.

ITEM 4.   CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our chief executive officer and our chief financial officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in the Securities Exchange Act of 1934, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, at the level of reasonable assurance, our disclosure controls and procedures are effective to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

(b)  Changes in Internal Controls.

There have been no changes in our internal control over financial reporting during the three-month period ended January 31, 2013, as covered by this Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

From time to time, we have been subject to legal proceedings and claims with respect to such matters as patents, product liabilities and other actions arising out of the normal course of business.

Panavision Imaging, LLC v. OmniVision Technologies, Inc., Canon U.S.A., Inc., Micron Technology, Inc. and Aptina Imaging Corporation

On March 6, 2009, Panavision Imaging, LLC, or Panavision, filed a complaint against us alleging patent infringement in the District Court for the Central District of California. The case is entitled Panavision Imaging, LLC v. OmniVision Technologies, Inc., Canon U.S.A., Inc., Micron Technology, Inc. and Aptina Imaging Corporation, Case No. CV09-1577. In its complaint, Panavision asserts that we make, have made, use, sell and/or import products that infringe U.S. Patent Nos. 6,818,877 (“Pre-charging a Wide Analog Bus for CMOS Image Sensors”), 6,663,029 (“Video Bus for High Speed Multi-resolution Imagers and Method Thereof”) and 7,057,150 (“Solid State Imager with Reduced Number of Transistors per Pixel”). The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. On April 19, 2010, the court stayed the case pending reexamination of all of the asserted patents, as the U.S. Patent and Trademark Office has granted reexamination requests for all of the asserted claims of the asserted patents. On October 22, 2010, the U.S. Patent and Trademark Office issued an Action Closing Prosecution of the inter partes reexamination of U.S. Patent No. 6,818,877 and confirmed the four claims submitted for inter partes reexamination by co-defendants Micron Technology, Inc. and Aptina Imaging Corporation. On December 13, 2010, the Court lifted the stay as to U.S. Patent No. 6,818,877. On February 7, 2011, the Court issued a Markman order with respect to U.S. Patent No. 6,818,877, and granted summary judgment of invalidity for indefiniteness for all of the asserted claims of U.S. Patent No. 6,818,877. On February 22, 2011, Panavision filed its Final Infringement Contentions, conceding that our products do not infringe U.S. Patent No. 6,818,877 because every claim contains what the Court has held to be an indefinite term. On April 11, 2011, the Court directed the parties to file supplemental briefs regarding whether all of the asserted claims of U.S. Patent No. 6,818,877 are invalid for indefiniteness. On May 31, 2011, the Court conducted a hearing on the invalidity issue to determine whether it should reconsider its order of summary judgment of invalidity. On July 8, 2011, the Court rescinded its order of summary judgment of invalidity. On February 3, 2012, the Court issued additional claim construction with respect to U.S. Patent No. 6,818,877. On February 23, 2012, based on the parties’ joint stipulation, the Court granted partial summary judgment of noninfringement for 96 OmniVision products. On April 23, 2012, the Court conducted a hearing on our motion for summary judgment of noninfringement on the remaining products in the case and our renewed motion for summary judgment of invalidity for indefiniteness for all of the asserted claims of U.S. Patent No. 6,818,877. On May 25, 2012, the Court (1) granted our motion for summary judgment of noninfringement on all of the remaining products in the case, finding that our products do not infringe the asserted claims; and (2) granted our renewed motion for summary judgment of invalidity for indefiniteness, finding that all of the asserted claims are invalid due to indefiniteness.

As to the two remaining asserted patents, on November 29, 2010, the U.S. Patent and Trademark Office issued an Action Closing Prosecution of the inter partes reexamination of U.S. Patent No. 7,057,150 and rejected all of the claims submitted for inter partes reexamination. On January 5, 2011, the U.S. Patent and Trademark Office issued an Action Closing Prosecution of the inter partes reexamination of U.S. Patent No. 6,663,029 and rejected all of the claims submitted for inter partes reexamination. On April 12, 2011, the Court dismissed with prejudice all of Panavision’s claims of infringement against us regarding U.S. Patent Nos. 7,057,150 and 6,663,029, and ordered that Panavision not assert any claims of infringement relating to U.S. Patent Nos. 7,057,150 and 6,663,029 or any reissues of those patents against us at any time.

On October 5, 2012, the Court entered a final judgment of noninfringement in favor of us and against Panavision on Panavision’s claims of infringement of U.S. Patent Nos. 6,818,877, 6,663,029 and 7,057,150; and a final judgment of invalidity in favor of us and against Panavision with respect to U.S. Patent Nos. 6,818,877. Panavision also agreed to waive any right to appeal any part of the final judgment.

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Ziptronix, Inc. v. OmniVision Technologies, Inc., Taiwan Semiconductor Manufacturing Company Ltd., and TSMC North America Corp.

On December 6, 2010, Ziptronix, Inc., or Ziptronix, filed a complaint alleging patent infringement against us in the District Court for the Northern District of California. The case is entitled Ziptronix, Inc. v. OmniVision Technologies, Inc., Taiwan Semiconductor Manufacturing Company Ltd., and TSMC North America Corp., Case No. CV10-05525. In its complaint, Ziptronix asserts that we have made, used, offered to sell, sold and/or imported into the United States image sensors that infringe the following six patents: U.S. Patent Nos. 7,387,944 (“Method for Low Temperature Bonding and Bonded Structure”), 7,335,572 (“Method for Low Temperature Bonding and Bonded Structure”), 7,553,744 (“Method for Low Temperature Bonding and Bonded Structure”), 7,037,755 (“Three Dimensional Device Integration Method and Integrated Device”), 6,864,585 (“Three Dimensional Device Integration Method and Integrated Device”), and 7,807,549 (“Method for Low Temperature Bonding and Bonded Structure”). The complaint seeks unspecified monetary damages, enhanced damages, interest, fees, expenses, costs, and injunctive relief against us. We answered the complaint on May 4, 2011 and denied each of Ziptronix’s infringement claims against us.

On November 22, 2011, Defendants Taiwan Semiconductor Manufacturing Company Ltd., and TSMC North America Corp. (collectively “TSMC”) filed amended counterclaims asserting that Ziptronix has infringed, actively induced infringement of, and/or induced contributory infringement of the following five patents: U.S. Patent Nos. 6,682,981 (“Stress Controlled Dielectric Integrated Circuit Fabrication”), 7,307,020, (“Membrane 3D IC Fabrication”), 6,765,279 (“Membrane 3D IC Fabrication”), 7,385,835 (“Membrane 3D IC Fabrication”), and 6,350,694 (“Reducing CMP Scratch, Dishing and Erosion by Post CMP Etch Back Method for Low-K Materials”). Ziptronix answered the amended counterclaims on December 9, 2011 and denied each of TSMC’s infringement claims against it.

On August 9, 2012, Ziptronix filed a second amended complaint adding claims that the defendants infringe the following three patents: U.S. Patent Nos. 8,153,505 (“Method for Low Temperature Bonding and Bonded Structure”), 8,043,329 (“Method for Low Temperature Bonding and Bonded Structure”), and 7,871,898 (“Method for Low Temperature Bonding and Bonded Structure”). We answered the second amended complaint on August 27, 2012, and denied each of Ziptronix’s infringement claims against us.

A claim construction hearing is currently scheduled for April 18, 2013, and trial is currently scheduled to being on March 3, 2014. We expect to vigorously defend ourselves against Ziptronix’s allegations. We are currently unable to predict the outcome of this complaint and therefore cannot determine the likelihood of loss nor estimate the loss or a range of possible loss.

In re OmniVision Technologies, Inc. Litigation

On October 26, 2011, the first of several putative class action complaints was filed in the United States District Court for the Northern District of California against us and three of our executives, one of whom is a director. All of the complaints alleged that the defendants violated the federal securities laws by making misleading statements or omissions regarding our business and financial results, in particular regarding the use of our imaging sensors in Apple Inc.’s iPhone. These actions have been consolidated as In re OmniVision Technologies, Inc. Litigation, Case No. 11-cv-5235 (RMW) (the “Securities Case”). On April 23, 2012, plaintiffs filed a consolidated complaint on behalf of a purported class of purchasers of our common stock between August 27, 2010 and November 6, 2011, seeking unspecified damages. On June 25, 2012, the defendants moved to dismiss the consolidated complaint. We are currently unable to predict the outcome of this action and therefore cannot determine the likelihood of loss nor estimate the loss or a range of possible loss.

In re OmniVision Technologies, Inc. Derivative Litigation

On November 15, 2011, the first of three shareholder derivative complaints was filed in the Superior Court of California, County of Santa Clara, against several of our current and former officers and directors. These three state court actions were consolidated under the caption In re OmniVision Technologies, Inc. Derivative Litigation, Case No. 1-12-CV-216875. On March 12, 2012, a fourth similar shareholder derivative complaint captioned Carpenters Pension Fund of West Virginia v. Shaw Hong, et al., Case No. 12-CV-1423, was filed in the United States District Court for the Northern District of California. On May 10, 2012, a fifth similar shareholder derivative complaint captioned Edker Pope v. Shaw Hong, et al., Case No. 7514, was filed in the Court of Chancery of the State of Delaware. These complaints make allegations similar to those presented in the Securities Case, but they assert various state law causes of action, including claims of breach of fiduciary duty and unjust enrichment. All of these derivative complaints seek unspecified damages on behalf of us. We are named solely as a nominal defendant against whom no recovery is sought.

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The proceedings in these derivative actions have been stayed by agreement pending the outcome of the motion to dismiss in the Securities Case. We are currently unable to predict the outcome of these actions and therefore cannot determine the likelihood of loss nor estimate the loss or a range of possible loss.

Requests for Indemnification

In March 2011, a third party filed a complaint in a federal district court asserting patent infringement claims against some of the end user customers of our products. Among other things, the complaint asserts that the defendants’ products incorporating our image sensors infringe certain patents held by the third party plaintiff. The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against the defendants. We currently are not a party to this lawsuit, but certain parties have requested indemnification from us for this matter to the extent that the infringement claims relate to our image sensors. We contend that the patents are invalid and not infringed. An unfavorable outcome in the litigation and/or with respect to indemnification issues could result in a materially adverse effect on the Company. We are currently unable to predict the outcome of these actions and therefore cannot determine the likelihood of loss nor estimate the loss or a range of possible loss.

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ITEM 1A.   RISK FACTORS

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements. These forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition or results of operations to differ materially from our historical results or currently anticipated results, including those set forth below.

The following description of these risk factors includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Item 1A of our 2012 Annual Report on Form 10-K filed with the SEC on June 26, 2012. As a result of the following risk factors, as well as of other variables affecting our operating results, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to Our Business

For the majority of our revenues, we depend on a few key customers and, the loss of one or more of our key customers, or their key end user customers, could significantly reduce our revenues.

A relatively small number of OEMs, VARs and distributors account for a significant portion of our revenues. Some of these OEMs, VARs and distributors are major producers of mobile phones, including smartphones, for some of the largest companies in the mobile phone industry and may rely upon one or more key end user customers for a significant portion of their revenue. Any material delay, alteration, cancellation or reduction of purchase orders from or change in the purchasing patterns of one or more of our major customers or distributors, or their key end user customers, could result in our failure to achieve our revenue forecast for a particular period. For example, in our second quarter of fiscal 2012, we experienced an unexpected cutback in orders from certain of our key customers. This reduced the unit sales of our OmniBSI and OmniPixel3-HS based products and adversely affected our revenue for the quarter. In addition, if we are unable to retain one or more of our largest OEM, VAR or distributor customers, if we are unable to maintain our current level of revenues from one or more of these significant customers, if our OEM, VAR or distributor customers are unable to retain one or more of their key end user customers, or if we are unable to attract new customers to replace the revenue lost from such customers, our business and results of operation would be impaired, and our stock price could decrease, potentially significantly. Such a delay, alteration, cancellation or reduction of purchase orders, a change in purchasing patterns or our inability to retain a key customer or several of our smaller customers could be caused by, among other things, failure to meet our customers’, including their key end user customers’, demand for our products or to timely develop and introduce new products that meet the needs of our customers, including their key end user customers, and that are efficiently and successfully integrated into their products. In fiscal 2012, approximately 52.0% of our revenues came from sales to our top five customers. In addition, in the nine months ended January 31, 2013, approximately 58.6% of our revenues came from sales to our top five customers, including three OEM customers that accounted for approximately 18.5%, 12.3% and 10.7% of our revenues, respectively, and one distributor customer that accounted for approximately 10.9% of our revenues. Our business, financial condition, results of operations and cash flows will continue to depend significantly on our ability to retain our current key customers and to attract new customers, as well as on the financial condition and success of our OEMs, VARs and distributors, including their ability to retain their key end user customers and attract new customers.

We face intense competition in our markets from CMOS and CCD image-sensor manufacturers, and if we are unable to compete successfully we may not be able to maintain or grow our business.

The image-sensor market is intensely competitive, and we expect competition in this industry to continue to increase. This competition has resulted in rapid technological change, evolving standards, reductions in product selling prices and rapid product obsolescence. If we are unable to successfully meet these competitive challenges, we may be unable to maintain and grow our business. Any inability on our part to compete successfully would also adversely affect our results of operations and impair our financial condition.

Our image-sensor products face competition from other companies that sell CMOS image sensors and from companies that sell CCD image sensors. Many of our competitors have longer operating histories, greater presence in key markets, greater name recognition, larger customer bases, more established strategic and financial relationships and significantly greater financial, sales and marketing, distribution, technical and other resources than we do. Many of them also have their own manufacturing facilities, which may give them a competitive advantage. As a result, they may be able to adapt more quickly to new or emerging technologies and customer requirements or devote greater resources

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to the promotion and sale of their products. Our competitors include established CMOS image-sensor manufacturers such as Aptina Imaging, Samsung, Sharp, Sony, STMicroelectronics and Toshiba as well as CCD image-sensor manufacturers such as Panasonic, Sharp and Sony. Many of these competitors own and operate their own fabrication facilities, which in certain circumstances may give them the ability to price their products more aggressively than we can, respond more rapidly than we can to changing market opportunities or more easily meet increased demands for their products. In addition, we compete with a large number of smaller CMOS manufacturers that has required, and in the future may require, us to reduce our prices. For instance, we have seen increased competition in the markets for VGA image-sensor products with resulting pressures on product pricing. Downward pressure on pricing could result both in decreased revenues and lower gross margins, which would adversely affect our profitability. From time to time, other companies enter the CMOS image-sensor market by using obsolete and available manufacturing equipment. These new entrants gain market share in the short term by pricing their products significantly below current market levels, which puts additional downward pressure on the prices we can obtain for our products.

Our competitors may acquire or enter into strategic or commercial agreements or arrangements with foundries or providers of color filter application, wafer probe testing, assembly or packaging services. These strategic arrangements between our competitors and third party service providers could involve preferential or exclusive arrangements for our competitors. Such strategic alliances could impair our ability to secure sufficient capacity from foundries and service providers to meet our demand for wafer manufacturing, color filter application, wafer probe testing, assembly or packaging services, adversely affecting our ability to meet customer demand for our products. In addition, competitors may enter into exclusive relationships with distributors, which could reduce available distribution channels for our products and impair our ability to sell our products and grow our business. Further, some of our customers could also become developers of image sensors, and this could potentially adversely affect our results of operations, business and prospects.

The development of new and more complex products can increase our cost of revenue and adversely affect our gross margins.

A key component of our future success is the continued development of new and innovative products and technologies. These new products and technologies are often times very complex and may require additional equipment and resources to develop and manufacture. In addition, for these new products, we may initially experience lower production yields than our other more established products. These new products and technologies also often have a higher cost structure than our existing products and technologies because we must devote more time and effort to developing the products and technologies and our suppliers and manufacturers may incur additional costs by acquiring new equipment or components in order to meet our design specification and capacity requirements. As our product mix shifts to include a higher volume of these new products and technologies, our gross margins may be lower than in comparable historical periods. For example, our OmniBSI-2 products have very different production requirements when compared to our previous generation products and we had to request our suppliers to install new equipment and tooling, which increased the production costs for these new products. Because we experienced increased sales of our OmniBSI-2 products in the nine-month period ended January 31, 2013, and expect these products to constitute a significant percentage of our total sales in the fourth quarter of fiscal 2013, we anticipate that our gross margins will remain at lower levels than we have experienced historically for at least fiscal 2013. If we are unable to sufficiently increase our ASPs to offset these higher production costs, increase our yields or lower the costs associated with the development and manufacture of these new products and technologies, our gross margins could continue to be negatively affected.

Reductions in our average selling prices may lower our revenues and, as a result, may reduce our gross margins.

We have experienced and expect to continue to experience pressure to reduce the selling prices of our products, and our ASPs have generally declined over time as a result. Competition in our product markets is intense and as competition continues to intensify, we anticipate that these pricing pressures will increase. Although we experienced an increase in our ASPs for the three months ended January 31, 2013 as a result of favorable product mix, we expect that the ASPs for many of our products will continue to decline over time. Unless we can increase unit sales sufficiently to offset these declines in our ASPs, our revenues will decline. Reductions in our ASPs have adversely affected our gross margins, and unless we can reduce manufacturing costs to compensate, additional reductions in our ASPs will continue to adversely affect our gross margins and could materially and adversely affect our operating results and impair our financial condition. Historically we have increased and are likely to continue to increase our research, development and related expenses in the long-term to continue the development of new image-sensor products that can be sold at higher selling prices and/or manufactured at lower cost. If we are unable to timely introduce new products that incorporate more advanced technology and include more advanced features that can be sold at higher ASPs, or if we are unable to successfully develop more cost-effective technologies, our financial results could be adversely affected.

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Sales of our image-sensor products for mobile phones, including smartphones, account for a large portion of our revenues, and any decline in sales to the mobile phone market or failure of this market and other emerging markets to continue to grow as expected could adversely affect our results of operations.

Sales to the mobile phone market, including smartphones, account for a large portion of our revenues. Although we can only estimate the percentages of our products that are used in the mobile phone market due to the significant number of our image-sensor products that are sold to module makers or through distributors and VARs, we believe that the mobile phone market accounted for approximately 56% of our revenues in fiscal 2012. We expect that revenues from sales of our image-sensor products to the mobile phone market will continue to account for a significant portion of our revenues during fiscal 2013 and beyond. Any factors adversely affecting the demand for our image sensors in this market could cause our business to suffer and adversely affect our financial condition, operating results and cash flows. The digital image-sensor market for mobile phones is extremely competitive, and we expect to face increased competition in this market in the future. In addition, we continue to believe the market for mobile phones is also relatively concentrated and the top five producers account for approximately 69% of the annual sales of these products. If we do not continue to achieve design wins with key mobile phone manufacturers or if we experience a cutback in orders from our key customers, such as the cutback we experienced in our second quarter of fiscal 2012, our market share or revenues could decrease. The mobile phone image-sensor market is also subject to rapid technological change. In order to compete successfully in this market, we will have to correctly forecast customer demand for technological improvements and be able to deliver such products on a timely basis at competitive prices. If we fail to correctly forecast customer demand and timely deliver products at competitive prices, our results of operations, business and prospects would be materially and adversely affected. In the past, we have experienced problems accurately forecasting customer demand in our target markets. In addition, current domestic and global economic conditions could negatively affect the mobile phone market if consumers and/or businesses defer purchases in this market in response to tighter credit, negative financial news, and/or decreased corporate or consumer spending.

We also expect that image sensors will become more important in the notebook and webcam, entertainment, security, medical and automotive industries. As image sensors begin to fill a greater role in these other markets, the challenges and risks that we face in these other markets could increase and could be similar to some of the challenges and risks that we face in the mobile phone market. If our sales to the mobile phone market and other emerging markets do not increase and/or the mobile phone market and other emerging markets do not grow as expected, our results of operations, business and prospects would be materially adversely affected.

If we do not forecast customer demand correctly, our business could be impaired and our stock price may decline.

Our sales are generally made on the basis of purchase orders rather than long-term purchase commitments; however, we manufacture products and build inventory based on our estimates of customer demand. Accordingly, we must rely on multiple assumptions to forecast customer demand. Various external factors that are outside of our control can make it difficult to accurately make such forecasts. For example, the domestic and global economic conditions that have existed since fiscal 2009 have made it extremely challenging to accurately predict customer demand because demand has demonstrated increased volatility. Although we have experienced increased customer demand during the fourth quarter of fiscal 2012 and the nine months ended January 31, 2013, there is no guarantee that customer demand will continue to increase or that it will remain at current levels. If customer demand continues to be volatile, historical models for predicting customer demand may no longer be reliable. In addition, our customers may cancel or defer orders at any time by mutual written consent. If we overestimate customer demand, we may manufacture products that we may be unable to sell, or we may have to sell at lower prices. For example, we experienced unexpected cutbacks in orders from certain of our key customers, and as a result our inventories at the end of the second and third fiscal quarters of 2012 were higher than we intended them to be. Under such circumstances, we may be required to record significant provisions for excess and obsolete inventories. This could materially and adversely affect our results of operations and financial condition. We need to accurately predict customer demand because we must often place noncancelable orders with our manufacturers to have products manufactured before we receive firm purchase orders from our customers. Conversely, if we underestimate customer demand, we may be unable to manufacture sufficient products quickly enough to meet actual demand, which could damage our reputation, impair our relationships with our customers, cause us to lose one or more customers and impair our ability to grow our business. In preparation for new product introductions, we gradually ramp down production of established products. With our 12-14 week production cycle, it is

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extremely difficult to predict precisely how many units of established products we will need. It is also difficult to accurately predict the speed of the ramp of our new products and the impact on inventory levels presented by the shorter life cycles of end-user customers’ products. The shorter product life cycle is a result of an increase in competition and the growth of various consumer-product applications for image sensors. Under these circumstances, it is possible that we could suffer from shortages of certain products and, if we underestimate market demand, we face the risk of being unable to fulfill customer orders.

We also face the risk of excess inventory and product obsolescence if we overestimate market demand for our products and build inventories in excess of demand. During the fourth quarter of fiscal 2012 and the nine months ended January 31, 2013, we significantly increased our OmniBSI-2 inventories as we prepared for anticipated increases in the sales of these products. Since our production capacity ramp is slower than our customers’ production ramp schedule, we must build inventory to ensure we can meet our obligations to customers. However, since customer demand can be volatile, we may be unable to sell inventories that were built in excess of demand, or we may have to sell at lower prices to eliminate excess inventories. Under such circumstances, we may be required to record significant provisions for excess and obsolete inventories. This could materially and adversely affect our results of operations and financial condition. We expect the business environment to remain volatile throughout the remainder of fiscal 2013, especially in the consumer-oriented product markets, and will continue to affect our ability to accurately forecast customer demand. Our ability to accurately forecast sales is also a critical factor in our ability to meet analyst expectations for our quarterly and annual operating results. Any failure to meet these expectations would likely lead to a substantial decline in our stock price.

Our future success depends on the timely development, introduction, marketing and selling of new products, which we might not be able to achieve.

Our failure to successfully develop new products that achieve market acceptance in a timely fashion and that can be efficiently and successfully integrated with our customers’, including their key end user customers’, products could adversely affect our ability to grow our business and improve our operating results. The development, introduction and market acceptance of new products is critical to our ability to sustain and grow our business. Any failure to successfully develop, introduce, market and sell new products could materially adversely affect our business and operating results. The development of new products is highly complex, and we have experienced delays in completing the development and introduction of new products. For example, during the first half of fiscal 2012, we experienced an unanticipated extension in the product development cycle of our OV8830 product. This delayed the production ramp up of this new sensor. Towards the end of our second quarter of fiscal 2012, we started to ship this product in very limited quantities. Although we plan to promote this product to our key customers, if we are unsuccessful in integrating this product into our key customers’ products, it could adversely affect our growth opportunities and our future revenue. From time to time, we have also encountered unexpected manufacturing problems as we increase the production of new products. Consumers continue to expect the sophistication of image sensors in consumer products to increase, and the number of consumer products that use image sensors has continued to grow. This results in a requirement for us to continue to build and develop image sensors with advanced technologies that can be used in a variety of consumer products. As our products integrate new and more advanced technologies and functions, they become more complex and increasingly difficult to design, debug and produce. Successful product development and introduction depends on a number of factors, including:

·accurate prediction of market requirements and evolving standards, including imaging pixel resolution, output interface standards, power requirements, optical lens size, input standards and operating systems for webcams and other platforms;

·development of advanced technologies and capabilities, including our CameraCubeChip, OmniBSI, OmniBSI+ and OmniBSI-2 technologies;

·timely development completion and introduction of new CMOS image sensors that satisfy our customers’, including their key end customers’, requirements and specifications;

·development of products that maintain technological advantages over the products of our competitors, including advantages with respect to the functionality and imaging pixel capability of our image-sensor products and our proprietary testing processes; and

·market acceptance of the new products.

Accomplishing all of these steps is difficult, time consuming and expensive. We may be unable to develop new products or product enhancements in time to capture market opportunities, satisfy the requirements and specifications of our customers, including their key end customers, or achieve significant or sustainable acceptance in new and existing markets. In addition, our products could become obsolete sooner than anticipated because of a rapid change in one or more of the technologies related to our products or the reduced life cycles of consumer products.

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Design wins are a key determinant of future revenues, and failure to obtain design wins adversely affects our revenues and impairs our ability to grow our business.

Our success has been, and will continue to be, dependent upon manufacturers and their customers designing our image-sensor products into their products. To achieve design wins, which are decisions by manufacturers and their customers to design our products into their systems, we must define and deliver cost effective and innovative image-sensor solutions on a timely basis that satisfy the manufacturers’ and their customers’ requirements and specifications. Our ability to achieve design wins is subject to numerous risks including competitive pressures, the compatibility of our products with newly developed technologies or designs used in our customers’ products, as well as delays in our product development cycle. Even if our products meet the manufacturers’ and their customers’ requirements and specifications, we may not succeed in achieving a particular design win due to factors out of our control, such as customers’ preferences or other business decisions that determine the components to be used in a product. If we do not achieve a design win with a prospective customer, it may be difficult to sell our image-sensor products to such prospective customer in the future because once a manufacturer has designed a supplier’s products into its systems, the manufacturer may be reluctant to change its source of components due to the significant costs, time, efforts and risks associated with qualifying a new supplier and modifying its design platforms. In addition, there is no guarantee that we will be able to continue to achieve design wins with manufacturers with which we have achieved design wins in the past. As manufacturers take on new projects for their customers, there is no obligation on their part to continue to design our products into their customers’ new products. Accordingly, if we fail to achieve design wins with key device manufacturers that embed image sensors in their products, our market share or revenues could decrease. Furthermore, to the extent that our competitors secure design wins, our ability to grow our business in the future will be impaired.

We depend on a limited number of third party wafer foundries, which reduces our ability to control our manufacturing process.

Unlike some of our larger competitors, we do not own or operate a semiconductor fabrication facility. Instead, we rely on TSMC, Powerchip Technology Corporation, or PTC, and other subcontract foundries to produce all of our wafers. Historically, we have relied on TSMC to provide us with a substantial majority of our wafers. As a part of our joint venture agreement with TSMC, TSMC has agreed to commit substantial wafer manufacturing capacity to us in exchange for our commitment to purchase a substantial portion of our wafers from TSMC, subject to pricing and technology requirements.

We secure manufacturing capacity in any particular period on a purchase order basis. The foundries have no obligation to supply products to us for any specific period, in any specific quantity or at any specific price, except as set forth in a particular purchase order. In general, our reliance on third party foundries involves a number of significant risks, including:

·reduced control over delivery schedules, quality assurance, manufacturing yields and production costs;

·lack of guaranteed production capacity or product supply;

·unavailability of, or delayed access to, next generation or key process technologies; and

·financial difficulties or disruptions in the operations of third party foundries due to causes beyond our control.

The size of the orders we place with our foundries depends on actual or anticipated sales volumes of our products. Because our foundries provide services to a number of companies, in the event they receive increased orders from us or one or more of the other companies that they service, they may be unable to provide us with the requested quantity of products, may subordinate our request to the requests of other larger companies or may increase the prices they charge us. In fiscal 2011, the entire semiconductor industry, including us, experienced supply constraints. Due to the lack of availability of products, supply constraints forced companies in the industry to be unable to meet customers’ product demands and to take certain actions such as allocating available products among their customers or, in some cases, increasing the prices of their products. This resulted in harm to customer relations, the loss of sales to customers and, in some cases, the loss of future business with those customers. We faced these same challenges then as we sought to meet our customers’ demand for our products. If constraints in supply were to happen again or if for any reason our foundries

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are unable to provide a sufficient number of products to us on a timely basis and at acceptable yields and cost, we may be unable to achieve future growth, which could result in our revenues, gross margins and other financial results being materially and adversely affected.

The current global economic conditions could materially affect our foundries and cause them to be unable to provide necessary services to us. If TSMC, PTC, or any of our other foundries were unable to continue manufacturing our wafers in the required quantities, at acceptable quality, yields and costs, or in a timely manner, we would have to identify and qualify substitute foundries, which would be time consuming and difficult, and could increase our costs or result in unforeseen manufacturing problems. In addition, if competition for foundry capacity increases, we may be required to pay increased amounts for manufacturing services. We are also exposed to additional risks if we transfer our production of semiconductors from one foundry to another, as such transfer could interrupt our manufacturing process. Further, some of our foundries may also develop their own image-sensor products and we would have to identify and qualify other sources for these products.

We rely on a joint venture company for color filter application and on third party service providers for packaging and other back-end services, which reduces our control over delivery schedules, product quality and cost, and could adversely affect our ability to deliver products to customers.

We rely on VisEra for the color filter application of our completed wafers. In addition, we rely on Lingsen and Tong Hsing for substantially all of our ceramic chip packages. We rely on XinTec, an investee company, for chip scale packages, or CSPs, which are generally used in our products designed for the smallest form factor applications. We rely on several specialized service providers, one of which is Tong Hsing, to perform the necessary wafer probe tests and prepare good die for use in chip-on-board, or COB, packaging, a delivery format referred to as reconstructed wafer. If the current global economic conditions do not continue to improve or remain stable, these service providers’ ability to continue to fulfill our packaging, color filter processing and related requirements could be adversely affected. If for any reason one or more of these service providers were to become unable or unwilling to continue to provide services of acceptable quality, at acceptable costs or in a timely manner, our ability to deliver our products to our customers could be severely impaired. We would have to identify and qualify substitute service providers, which could be time consuming and difficult and could result in unforeseen operational problems. Substitute service providers might not be available or, if available, might be unwilling or unable to offer services on acceptable terms.

In addition, if competition for color filter application, packaging, or other back-end services increases, we may be required to pay or invest significant amounts to secure access to these services, which could adversely impact our operating results. The number of companies that provide these services is limited and some of them have limited operating histories and financial resources. In the event our current providers refuse or are unable to continue to provide these services to us, we may be unable to procure services from alternate service providers. Furthermore, if customer demand for our products increases, we may be unable to secure sufficient additional capacity from our current service providers on commercially reasonable terms, if at all. These factors may cause unforeseen product shortages or may increase our costs of manufacturing, which would adversely affect our operating results and cash flows.

Recent domestic and worldwide economic conditions adversely affected and could have future adverse effects on our business, results of operations, financial condition and cash flows.

Beginning with the second half of our fiscal 2009, general domestic and global economic conditions were negatively impacted by several factors. These economic conditions resulted in our facing one of the most challenging periods in our history.

During the latter part of fiscal 2010 and throughout fiscal 2011, we saw indications suggesting that certain major economies were returning to positive growth. Our quarterly sales improved in fiscal 2011, as compared to fiscal 2010 and 2009. However, in fiscal 2012, our business was once again affected by macroeconomic uncertainties. For the nine-month period ended January 31, 2013, our sales have improved as compared to the similar prior year periods. Nevertheless, given the current economic environment, we remain cautious and we expect our customers to be cautious as well, which could affect our future results. If the economic recovery slows down or even dissipates, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

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Fluctuations in our quarterly operating results have caused volatility in the market price of our common stock and also make it difficult to predict our future operating results.

Our quarterly operating results have varied significantly from quarter to quarter in the past and are likely to vary significantly in the future based on a number of factors, many of which are beyond our control. These factors and other industry risks, many of which are more fully discussed in our other risk factors, include, but are not limited to:

·the volume and mix of our product sales;

·competitive pricing pressures and ASPs;

·production costs for our products;

·our ability to accurately forecast demand for our products;

·our ability to achieve acceptable wafer manufacturing or back-end processing yields;

·our gain or loss of a large customer, or cutbacks in orders from such customers;

·our ability to achieve design wins;

·our ability to manage our product transitions;

·the availability of production capacity at the suppliers that manufacture our products or process our products;

·the growth of the market for products and applications using CMOS image sensors;

·the timing and size of orders from our customers;

·the volume of our product returns;

·the seasonal nature of customer demand for our products;

·the deferral of customer orders in anticipation of new products, product designs or enhancements;

·the announcement and introduction of products and technologies by our competitors;

·adverse changes in domestic or global economic conditions;

·the fair value of our interest rate swaps;

·the impairment of our intangible assets or other long-lived assets;

·the level of our operating expenses; and

·fluctuations in our effective tax rate from quarter to quarter.

Our introduction of new products and our product mix have affected, and may continue to affect, our quarterly operating results. Changes in our product mix could adversely affect our operating results, because some products provide higher margins than others. We typically experience lower yields when manufacturing new products through the initial production phase, and consequently our gross margins on new products have historically been lower than our gross margins on our more established products. We also anticipate that the rate of orders from our customers may vary significantly from quarter to quarter. Our operating expenses are relatively fixed in the short-term, and our inventory levels are based on our expectations of future revenues. Consequently, if we do not achieve the revenues we expect in any quarter, expenses and inventory levels could be disproportionately high, adversely impacting our operating results and cash flows for that quarter, and potentially in future quarters.

All of these factors are difficult to forecast and could result in fluctuations in our quarterly operating results. Our operating results in a given quarter could be substantially less than anticipated, and, if we fail to meet market analysts’ expectations, a substantial decline in our stock price could result. Fluctuations in our quarterly operating results could adversely affect the price of our common stock in a manner unrelated to our long-term operating performance.

Litigation regarding intellectual property could divert management attention, be costly to defend and prevent us from using or selling the challenged technology.

In recent years, there has been significant litigation in the United States involving intellectual property rights, including in the semiconductor industry. We have in the past been, currently are and may in the future be, subject to legal proceedings and claims with respect to our intellectual property, including such matters as trade secrets, patents, product liabilities and other actions arising out of the normal course of business. These claims may increase as our intellectual property portfolio becomes larger or more valuable. Intellectual property claims against us, and any resulting lawsuit, may cause us to incur significant expenses, subject us to liability for damages and invalidate our proprietary rights. Any potential intellectual property litigation against us would likely be time-consuming and expensive to resolve and would divert management’s time and attention and could also force us to take actions such as:

·ceasing the sale or use of products or services that incorporate the infringed intellectual property;

·obtaining from the holder of the infringed intellectual property a license to sell or use the relevant technology, which license may not be available on acceptable terms, if at all; or

·redesigning those products or services that incorporate the disputed intellectual property, which could result in substantial unanticipated development expenses and delay and prevent us from selling the products until the redesign is completed, if at all.

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If we are subject to a successful claim of infringement and we fail to develop non-infringing intellectual property or license the infringed intellectual property on acceptable terms and on a timely basis, we may be unable to sell some or all of our products, and our operating results could be adversely affected. We may in the future initiate claims or litigation against third parties for infringement of our intellectual property rights or to determine the scope and validity of our proprietary rights or the proprietary rights of competitors. These claims could also result in significant expense and the diversion of technical and management attention.

In addition, third parties may assert claims of infringement and misappropriation of proprietary rights based on the use or resale of our products against our suppliers or the OEMs, VARs or distributors with whom we do business. In addition, the end user customers of these OEMs, VARs or distributors may also be named as parties in these claims. Under our agreements with these parties, we may be required to defend protracted and costly litigation on their behalf, regardless of the merits of these claims, or to indemnify these parties for such claims. Because our suppliers and our customers and their end user customers are often times much larger than we are and have much greater resources than we do, they may be more likely to be the target of an infringement or misappropriation of proprietary rights claim by third parties than we would be, which could increase our chances of becoming involved in a future lawsuit or of being required to indemnify these parties. We could also voluntarily agree to defend or indemnify third parties in instances where we are not obligated to do so if we determine it would be important to our business relationships. Recently, infringement claims relating to our image sensors were brought against some of the end user customers of our customers. These customers or their applicable end user customers have requested indemnification from us for this matter. Although we are unable at this time to estimate any possible loss and it is uncertain whether this matter will result in any material expense to us, if we are ultimately named as a party to the lawsuit or required to make indemnification payments to these customers or their end user customers, it could result in us being forced to pay significant damages on behalf of our customers or their end user customers that could increase our expenses, disrupt our ability to sell our products and reduce our revenue. A party making an infringement or misappropriation of proprietary rights claim against our customers or their end user customers, if successful, could also secure an injunction or other court order that could prevent our customers or their end user customers from selling their products that incorporate our image sensors. If we are required or agree to defend or indemnify any of our suppliers, customers or their end user customers in connection with any claims of infringement or misappropriation of proprietary rights or injunctions are secured by third parties that prevent the sale of products that incorporate our image sensors, we could incur significant costs and expenses and experience a significant decrease in our revenue that could adversely affect our business, operating results or financial condition.

We may be unable to adequately protect our intellectual property, and therefore we may lose some of our competitive advantage.

We rely on a combination of patent, copyright, trademark and trade secret laws as well as nondisclosure agreements and other methods to protect our proprietary technologies. We have been issued patents and have a number of pending United States and foreign patent applications. However, we cannot provide assurance that any patent will be issued as a result of any applications or, if issued, that any claims allowed will be sufficiently broad to protect our technology. It is possible that existing or future patents may be challenged, invalidated or circumvented. For example, we experienced the cancellation of a Taiwanese patent in 2005. Although we do not believe this cancellation had a material adverse effect on our business or prospects, there may be other situations where our inability to adequately protect our intellectual property rights could materially and adversely affect our competitive position and operating results. If a third party can copy or otherwise obtain and use our products or technology without authorization, develop corresponding technology independently or design around our patents, this could materially adversely affect our business and prospects. Effective patent, copyright, trademark and trade secret protection may be unavailable or limited in foreign countries. Any disputes over our intellectual property rights, whatever the ultimate resolution of such disputes, may result in costly and time-consuming litigation or require the license of additional elements of intellectual property for a fee.

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Our use of derivative financial instruments to reduce interest rate risk may result in added volatility in our quarterly operating results

We do not hold or issue derivative financial instruments for trading purposes. However, we do utilize derivative financial instruments to reduce interest rate risk. We have a variable rate mortgage loan that totaled $24.3 million as of January 31, 2013. To manage the related interest rate risk, we entered into an interest rate swap agreement, effectively converting our mortgage loan into a fixed rate loan. Under generally accepted accounting principles, the fair values of the swap contract, which will either be amounts receivable from or payable to counterparties, are reflected as either assets or liabilities on our Consolidated Balance Sheets. We record its fair value change in our Consolidated Statements of Income, in “Other income (expense), net.” The associated impact on our quarterly operating results is directly related to changes in prevailing interest rates. If interest rates increase, we would have a non-cash gain on the swap, and vice versa. Consequently, this swap contract will introduce volatility to our operating results.

We are also exposed to credit loss in the event of non-performance by the counterparties to the interest rate swap agreements. However, we do not anticipate non-performance by the counterparties.

Our business is subject to seasonal fluctuations which may in turn cause fluctuations in our results of operations and cash flows from period to period.

Many of the products using our image sensors, such as mobile phones, notebooks and webcams, DSCs and cameras for entertainment applications, such as tablets, are consumer electronics goods. These mass-market camera devices generally have seasonal cycles which historically have caused the sales of our customers to fluctuate quarter-to-quarter. In addition, since a very large number of the manufacturers who use our products are located in China and Taiwan, the pattern of demand for our image sensors has been influenced by the timing of the extended lunar or Chinese New Year holiday, a period in which the factories which use our image sensors generally close. Consequently, demand for our image sensors has historically been stronger in the second and third quarters of our fiscal year and weaker in the first and fourth quarters of our fiscal year. However, due to the global economic downturn, we experienced weaker than normal conditions in all of our markets in the third and fourth quarters of fiscal 2009. With the return to profitability in our business beginning with the second quarter of fiscal 2010 and throughout fiscal 2011, it appeared that the historical seasonal cycle had resumed its influence on our business. However, as a result of recent macroeconomic uncertainties, some schedule delays in our product introductions and unexpected cutbacks in orders from some of our key customers, our historical seasonal cycle in fiscal 2012 was again disrupted. If our historical cycle resumes and continues in future years, it could result in the fluctuation of our results of operations and cash flows from period to period. Alternatively, if we experience future events, such as the recent macroeconomic uncertainties or other events outside of our control, our historical seasonal cycle could be disrupted and our results of operations and cash flows could differ from our historical seasonal cycles.

Problems with wafer manufacturing and/or back-end processing yields could result in higher product costs and could impair our ability to meet customer demand for our products.

If the foundries manufacturing the wafers used in our products cannot achieve the yields we expect, we could incur higher unit costs and reduced product availability. Foundries that supply our wafers have experienced problems in the past achieving acceptable wafer manufacturing yields. Wafer yields are a function of both our design technology and the particular foundry’s manufacturing process technology. These risks increase with our introduction of more advanced and novel products and technology, as well as with increased customer demand that requires these new products to be produced more quickly and in greater quantities than our historical volume. Certain risks are inherent in the introduction of new products and technology. Low yields may result from design errors or manufacturing failures in new or existing products. During the early stages of production, production yields for new products are typically lower than those of established products. Unlike many other semiconductor products, optical products can be effectively tested only when they are complete. Accordingly, we perform final testing of our products only after they are assembled. As a result, yield problems may not be identified until our products are well into the production process. The risks associated with low yields could be increased because we rely on third party offshore foundries for our wafers, which can increase the effort and time required to identify, communicate and resolve manufacturing yield problems. In addition to wafer manufacturing yields, our products are subject to yield loss in subsequent manufacturing steps, often referred to as back-end processing, such as the application of color filters and micro-lenses, dicing (cutting the wafer into individual devices, or die) and packaging. Any of these potential problems with wafer manufacturing and/or back-end processing yields could result in a reduction in our gross margins and/or our ability to timely deliver products to customers, which could adversely affect our customer relations and make it more difficult to sustain and grow our business.

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We depend on the increased acceptance of mass-market image-sensor applications to grow our business and increase our revenues.

Our business strategy depends in large part on the continued growth of the various markets into which we sell our image-sensor products, including the markets for mobile phones, notebook and webcams, digital still and video cameras, commercial and security and surveillance applications, entertainment devices such as tablets, automotive and medical applications. If these markets do not grow and develop as we anticipate, we may be unable to sustain or grow the sales of our products. Each of these markets has already been, and may continue to be, adversely impacted by current global economic conditions where consumers and businesses have deferred purchases of products in these markets as a result of tighter credit, negative financial news, and decreased corporate or consumer spending. Such conditions have negatively affected, and may continue to negatively affect, our business.

In addition, the market price of our common stock may be adversely affected if certain of these new markets do not emerge or develop as expected. Securities analysts may already factor revenue from such new markets into their future estimates of our financial performance and should such markets not develop as expected by such securities analysts the trading price of our common stock could be adversely affected.

Our lengthy manufacturing, packaging and assembly cycle, in addition to our customers’ design cycle, may result in uncertainty and delays in generating revenues.

The production of our image sensors requires a lengthy manufacturing, packaging and assembly process, typically lasting approximately 12-14 weeks. Additional time may pass before a customer commences taking volume shipments of products that incorporate our image sensors. Even when a manufacturer decides to design our image sensors into its products, the manufacturer may never ship final products incorporating our image sensors. Given this lengthy cycle, we experience a delay between the time we incur expenditures for research and development and sales and marketing efforts and the time we generate revenue, if any, from these expenditures. This delay makes it more difficult to forecast customer demand, which adds uncertainty to the manufacturing planning process and could adversely affect our operating results. In addition, the product life cycle for certain of our image-sensor products designed for use in certain applications can be relatively short. If we fail to appropriately manage the manufacturing, packaging and assembly process, our products may become obsolete before they can be incorporated into our customers’ products and we may never realize a return on investment for the expenditures we incur in developing and producing these products.

Our ability to deliver products that meet customer demand is dependent upon our ability to meet new and changing requirements for color filter application and image-sensor packaging.

We expect that as we develop new products to meet technological advances and new and changing industry and customer demands, our color filter application and ceramic, plastic and chip scale packaging requirements will also evolve. Our ability to continue to profitably deliver products that meet customer demand is dependent upon our ability to obtain third party services that meet these new requirements on a cost-effective basis. There can be no assurances that any of these parties will be able to develop enhancements to the services they provide to us to meet these new and changing industry and customer requirements. Furthermore, even if these service providers are able to develop their services to meet new and evolving requirements, these services may not be available at a cost that enables us to sustain our profitability.

The high level of complexity and integration of our products increases the risk of latent defects, which could damage customer relationships and increase our costs.

Our products are based upon evolving technology, and because we integrate many functions on a single chip, are highly complex. The integration of additional functions into already complex products could result in a greater risk that customers or end users could discover latent defects or subtle faults after we have already shipped significant quantities of a product. Although we test our products, we have in the past and may in the future encounter defects or errors. Delivery of products with defects or reliability, quality or compatibility problems may damage our reputation and ability to retain existing customers and attract new customers. In addition, product defects and errors could result in additional development costs, diversion of technical resources, delayed product shipments, increased product returns, product warranty costs for recall and replacement and product liability claims against us which may not be fully covered by insurance.

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We may be required to record a significant charge to earnings if our goodwill, intangible assets or long-term investments become impaired.

Under generally accepted accounting principles, we are required to review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances indicating that the carrying value of our intangible assets may not be recoverable include a decline in stock price and market capitalization, and slower growth rates in our industry.

We may be required to record a significant charge to earnings in our financial statements during the period in which we determine that our intangible assets or long-term investments have been impaired. Any such charge would adversely impact our results of operations. As of January 31, 2013, our goodwill totaled approximately $10.2 million, our intangible assets totaled approximately $60.0 million and our long-term investments totaled approximately $132.9 million.

If we need additional capital in the future, it may not be available to us on favorable terms, or at all.

Our cash balance has decreased over the nine months ended January 31, 2013 as a result of increased spending on our OmniBSI-2 inventories in anticipation of increased sales of these products and increases in our accounts receivable that resulted from our significant increase in sales during the third quarter of fiscal 2013. Although we currently expect our available cash, cash equivalents and short-term investments, together with cash we anticipate generating from operating activities, will be sufficient to satisfy our capital requirements over approximately the next twelve months, if we are unable to sell our OmniBSI-2 products or collect on our accounts receivable as anticipated, we may be required to raise additional capital through equity or debt financing. Such additional financing may not be available on acceptable terms, or at all, and could have a material adverse effect on our business, financial condition, operating results and cash flows. If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership and any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock.

We maintain a backlog of customer orders that is subject to cancellation or delay in delivery schedules, and any cancellation or delay may result in lower than anticipated revenues.

Our sales are generally made pursuant to standard purchase orders. We include in our backlog only those customer orders for which we have accepted purchase orders and assigned shipment dates within the upcoming 12 months. Orders constituting our current backlog are subject to cancellation or changes in delivery schedules, and backlog may not necessarily be an indication of future revenue. Any cancellation or delay in orders which constitute our current or future backlog may result in lower than expected revenues.

If we are unable to maintain processes and procedures to sustain effective internal control over our financial reporting, our ability to provide reliable and timely financial reports could be harmed and this could have a material adverse effect on our stock price.

We are required to comply with the rules promulgated under Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act. Section 404 requires that we prepare an annual management report assessing the effectiveness of our internal control over financial reporting, and requires a report by our independent registered public accounting firm addressing the effectiveness of our internal control over financial reporting.

We have in the past discovered, and may in the future discover, areas of our internal control that need improvement. For example, we restated our financial statements for the first, second and third quarters of fiscal 2004. If these or similar types of issues were to arise with respect to our internal controls in future periods, they could impair our ability to produce accurate and timely financial reports.

As our business changes, ongoing compliance with the provisions of Section 404 of the Sarbanes-Oxley Act and maintenance of effective internal control over financial reporting may require that we hire additional qualified finance and accounting personnel. Because other businesses face similar challenges, there is significant competition for such personnel, and there can be no assurance that we will be able to attract and/or retain suitably qualified employees.

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Corporate governance regulations have increased our compliance costs and could further increase our expenses if changes occur within our business.

We are subject to corporate governance laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act and the Dodd-Frank Act of 2010, that impose certain requirements on us and on our officers, directors, attorneys and independent registered public accounting firm. In order to comply with these rules, we added internal resources and have utilized additional outside legal, accounting and advisory services, which increased our operating expenses. We expect to incur ongoing operating expenses as we maintain compliance with Section 404. In addition, if we undergo significant modifications to our structure through personnel or system changes, acquisitions, or otherwise, it may be increasingly difficult to maintain compliance with the existing and evolving corporate governance regulations.

We hold a significant amount of marketable securities which are subject to general market risks over which we have no control.

As of January 31, 2013, we held cash and cash equivalents totaling $194.8 million, and short-term investments totaling $25.5 million. These assets are managed on our behalf by unrelated third parties in accordance with a cash management policy that has been approved by our board of directors and restricts our investments to a maximum maturity of 18 months and to investment-grade instruments. As of January 31, 2013, we did not hold any illiquid investments and we have not realized any losses. However, ongoing uncertainties in global capital markets associated with a repricing of risk have caused disruptions in the orderly function of markets which are ordinarily characterized by virtually unlimited liquidity. If we were to make a future investment in certain illiquid securities that are dependent on the orderly functioning of the capital markets, and if we were required to liquidate these types of securities at short notice, such liquidation could result in losses of principal, which would have a negative impact on our results of operations and cash flows.

There are risks associated with our operations in China.

In December 2000, we established OmniVision Semiconductor (Shanghai) Co. Ltd., or OSC, primarily for the testing of our image-sensor products. In October 2008, we formed Shanghai OmniVision Semiconductor Technology Co. Ltd., or OST, for the purpose of expanding our testing capabilities. In October 2010, through our wholly-owned subsidiary OmniVision Technologies (Shanghai) Co. Ltd., or OTC, we constructed research facilities in Shanghai. In April 2011, we also formed OmniVision Optoelectronics Technologies (Shanghai) Co. Ltd. for the purpose of expanding our manufacturing capabilities for CameraCubeChip production. There are certain administrative, legal and governmental risks to operating in China that could result in increased operating expenses or could hamper us in the development of our operations in China. The risks from operating in China that could increase our operating expenses and adversely affect our operating results, financial condition and ability to deliver our products and grow our business include, without limitation:

·difficulties in staffing and managing foreign operations, particularly in attracting and retaining personnel qualified to design, sell, test and support our products;

·difficulties in managing employee relations;

·implications of the ongoing general labor disputes in China;

·increases in the value of the Chinese Yuan, or CNY;

·difficulties in coordinating our operations in China with those in California;

·difficulties in enforcing contracts in China;

·difficulties in protecting intellectual property;

·diversion of management attention;

·imposition of burdensome governmental regulations;

·difficulties in maintaining uniform standards, controls, procedures and policies across our global operations, including inventory management and financial consolidation;

·political and economic instability, which could have an adverse impact on foreign exchange rates in Asia and could impair our ability to conduct our business in China; and

·inadequacy of the local infrastructure to support our operations.

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We may experience integration or other problems with potential future acquisitions, which could have an adverse effect on our business or results of operations. New acquisitions could dilute the interests of existing stockholders, and the announcement of new acquisitions could result in a decline in the price of our common stock.

We may acquire, or invest in, businesses that offer products, services and technologies that we believe would complement our products, including CMOS image-sensor manufacturers. We may also make acquisitions of, or investments in, businesses that we believe could expand our distribution channels. Even if we were to announce an acquisition, we may not be able to complete it. In addition, any future acquisition or substantial investment could present numerous risks, including:

·difficulty in realizing the potential technological benefits of the transaction;

·difficulty in integrating the technology, operations or work force of the acquired business with our existing business;

·unanticipated expenses related to technology integration;

·disruption of our ongoing business;

·difficulty in realizing the potential financial or strategic benefits of the transaction;

·difficulty in maintaining uniform standards, controls, procedures and policies;

·possible impairment of relationships with employees, customers, suppliers and strategic partners as a result of integration of new businesses and management personnel;

·reductions in our future operating results from amortization of intangible assets;

·impairment of resulting goodwill; and

·potential unknown or unexpected liabilities associated with acquired businesses.

We expect that any future acquisitions could include consideration to be paid in cash, shares of our common stock or a combination of cash and our common stock. If and when consideration for a transaction is paid in common stock, it will result in dilution to our existing stockholders.

We may not achieve continued benefits from our joint venture with TSMC.

In October 2003, together with TSMC, we formed VisEra, a joint venture in Taiwan, for the purposes of providing manufacturing services. Since its formation, TSMC and we have expanded the scope of VisEra’s activities through the provision of additional funding.

In January 2006, VisEra acquired certain color filter application equipment from TSMC and assumed direct responsibility for providing the color filter application services that had previously been provided to us by TSMC. We expect that VisEra will be able to provide us with a committed supply of high quality manufacturing services at competitive prices. However, there are significant legal, governmental and relationship risks to managing the business scope of VisEra, and we cannot ensure that we will continue to receive the expected benefits from the joint venture. For example, VisEra may not be able to provide manufacturing services that have competitive technology or prices, which could adversely affect our product offerings and our ability to meet customer requirements for our products. In addition, the existence of VisEra may also make it more difficult for us to secure dependable services from competing merchant vendors who provide similar manufacturing services.

We may not achieve all of the anticipated benefits of our alliances with, and strategic investments in, third parties.

We expect to develop our business partly through forming alliances or joint ventures with and making strategic investments in other companies, some of which may be companies at a relatively early stage of development. For example, in April 2003, we made an investment in XinTec, a company that provides CSP packaging services, and in June 2003 we made an investment in ImPac, a packaging service company. In December 2005, VisEra, our joint venture with TSMC, completed the acquisition of additional shares of XinTec. In May 2007, we acquired a portion of the registered capital of WLCSP, a company that also provides chip scale packaging services. In December 2009, Tong Hsing acquired ImPac in a stock-for-stock exchange and we now hold shares in Tong Hsing.

Our investments in these and other companies may negatively impact our operating results, because, under certain circumstances, we are required to recognize our portion of any loss recorded by each of these companies or to consolidate them into our operating results. We expect to continue to utilize partnerships, strategic alliances and

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investments, particularly those that enhance our manufacturing capacity and those that provide manufacturing services and testing capability. These investments and partnering arrangements are crucial to our ability to grow our business and meet the increasing demands of our customers. However, we cannot ensure that we will achieve the benefits we expect from these alliances. For example, we may not be able to obtain acceptable quality and/or wafer manufacturing yields from these companies, which could result in higher operating costs and could impair our ability to meet customer demand for our products. In addition, certain of these investments or partnering relationships may place restrictions on the scope of our business, the geographic areas in which we can sell our products and the types of products that we can manufacture and sell. For example, our agreement with TSMC provides that we may not engage in business that will directly compete with the business of VisEra. This type of non-competition provision may impact our ability to grow our business and to meet the demands of our customers.

Changes in our relationships with our joint venture and/or companies in which we hold less than a majority interest could change the way we account for such interests in the future.

As part of our strategy, we have formed a joint venture with one of our foundry partners, and we hold equity interests in other companies from which we purchase certain manufacturing services. For the investments that we account for under the equity method, we record as part of income or expense our share of the increase or decrease in the equity of the companies in which we have invested. It is possible that, in the future, our relationships and/or our interests in or with our joint venture or other investees could change. Such changes have resulted in the past, and could result in the future, in deconsolidation or consolidation of such entities, as the case may be, which could result in changes in our reported results.

The use of our image sensors in end user products in the medical and automotive industries could result in us being named as a defendant in product liability claims, which could adversely affect our business and reputation.

Our image sensors have been incorporated into certain end user products in the medical and automotive industries, and we expect that they will continue to increase as a percentage of our overall business. The use of the medical and automotive industry products into which our image sensors are designed could result in an unsafe condition, injury, or even death as a result of, among other factors, component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks or product-related information. These factors could result in product liability claims seeking damages for personal injury, and we could be named as a defendant in such claims. Because the outcome of product liability claims is not predictable and is difficult to assess or quantify, we cannot provide assurance that such claims will not materially adversely affect our business or damage the reputation of our products or our company.

If we do not effectively manage our growth, our ability to increase our revenues and improve our earnings could be adversely affected.

Our growth has placed, and will continue to place, a significant strain on our management and other resources. To manage our growth effectively, we must, among other things:

·continuously improve our operational, financial and accounting systems;

·train, manage and maintain good relations with our existing employee base in both our U.S. and international locations;

·attract and retain qualified personnel with relevant experience; and

·effectively manage accounts receivable and inventory.

For example, our failure to effectively manage our inventory levels could result either in excess inventories, which could adversely affect our gross margins and operating results, or lead to an inability to fill customer orders, which would result in lower sales and could harm our relationships with existing and potential customers.

We must also manage multiple relationships with customers, business partners and other third parties, such as our foundries and process and assembly vendors. Moreover, future growth could significantly overburden our management and financial systems and other resources. We may not make adequate allowances for the costs and risks associated with our expansion. In addition, our systems, procedures or controls may not be adequate to support our operations, and we may not be able to expand quickly enough to capitalize on potential market opportunities. Our future operating results will also depend, in part, on our ability to expand sales and marketing, research and development, accounting, finance and administrative support.

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Our future tax rates and tax payments could be higher than we anticipate and may harm our results of operations.

As a multinational corporation, we conduct our business in many countries and are subject to taxation in many jurisdictions. The taxation of our business is subject to the application of multiple and sometimes conflicting tax laws and regulations as well as multinational tax conventions. The application of tax law is subject to legal and factual interpretation, judgment and uncertainty, and tax laws themselves are subject to change. Consequently, taxing authorities may impose tax assessments or judgments against us that could result in a significant charge to our earnings.

A number of other factors will also affect our future tax rate, and some of these factors could increase our effective tax rate in future periods, which could adversely impact our operating results. These factors include changes in non-deductible stock-based compensation, changes in tax laws or the interpretation of tax laws, changes in the proportion and geographic mix of our revenue or earnings, changes in the valuation of our deferred tax assets and liabilities, changes in available tax credits, the resolution of issues arising from tax audits, including the ongoing tax examination we are currently under in a foreign jurisdiction for the fiscal years ended April 30, 2004 through April 30, 2009, and the repatriation of non-U.S. earnings for which we have not previously provided U.S. taxes.

Our sales through distributors increase the complexity of our business and may reduce our ability to forecast revenues.

During fiscal 2012 and the nine months ended January 31, 2013, approximately 21.9% and 17.9%, respectively, of our revenues came from sales through distributors. We expect that revenues from sales through distributors will vary from year to year, but will continue to represent a significant proportion of our total revenues. Selling through distributors reduces our ability to accurately forecast sales and increases the complexity of our business, requiring us to, among other matters:

·manage a more complex supply chain;

·manage the level of inventory at each distributor;

·provide for credits, return rights and price protection;

·estimate the impact of credits, return rights, price protection and unsold inventory at distributors; and

·monitor the financial condition and creditworthiness of our distributors.

Any failure to manage these challenges could cause us to inaccurately forecast sales and carry excess or insufficient inventory, thereby adversely affecting our operating results and cash flows.

We face foreign business, political and economic risks, because a majority of our products and those of our customers are manufactured and sold outside of the United States.

We face difficulties in managing our third party foundries, color filter application service providers, packaging and other manufacturing service providers and our foreign distributors, most of whom are located in Asia. In addition, our presence in Asia presents the challenge of managing foreign operations and maintaining good relations with our employees located there. Any political and economic instability in Asia might have an adverse impact on foreign exchange rates and could cause service disruptions for our vendors and distributors and adversely affect our customers.

Sales outside of the United States accounted for a significant portion of our revenues for fiscal 2012 and the nine months ended January 31, 2013. We anticipate that sales outside of the United States will continue to account for a substantial portion of our revenues in future periods. Dependence on sales to foreign customers involves certain risks, including:

·longer payment cycles;

·the adverse effects of tariffs, duties, price controls or other restrictions that impair trade;

·decreased visibility as to future demand;

·difficulties in accounts receivable collections; and

·burdens of complying with a wide variety of foreign laws and labor practices.

Sales of our products have to date been denominated principally in U.S. dollars. Over the last several years, the U.S. dollar has weakened against most other currencies. Future increases in the value of the U.S. dollar, if any, would increase the price of our products in the currency of the countries in which our customers are located. This may result in

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our customers seeking lower-priced suppliers, which could adversely impact our operating results. If a larger portion of our international revenues were to be denominated in foreign currencies in the future, we would be subject to increased risks associated with fluctuations in foreign currency exchange rates.

Our business could be harmed if we lose the services of one or more members of our senior management team, or if we are unable to attract and retain qualified personnel.

The loss of the services of one or more of our executive officers or key employees, which has occurred from time to time, or the decision of one or more of these individuals to join a competitor, could adversely affect our business and harm our operating results and financial condition. Our success depends to a significant extent on the continued service of our senior management and certain other key technical personnel. None of our senior management is bound by an employment or non-competition agreement. We do not maintain key man life insurance on any of our employees.

Our success also depends on our ability to identify, attract and retain qualified sales, marketing, finance, management and technical personnel. We have experienced, and may continue to experience, difficulty in hiring and retaining candidates with appropriate qualifications. If we do not succeed in hiring and retaining candidates with appropriate qualifications, our revenues, operations and product development efforts could be harmed.

We substantially completed the implementation of a new enterprise resource planning system, a process which presents a number of significant operational risks.

As our business grows and becomes more complex, it is necessary that we expand and upgrade our enterprise resource planning system, or ERP, and other management information systems which are critical to the operational, accounting and financial functions of our company. We evaluated alternative solutions, both short-term and long-term, to meet the operating, administrative and financial reporting requirements of our business. During the three months ended July 31, 2008, we substantially completed the implementation of a new ERP based on a suite of application software developed by Oracle Corporation. We have made and will continue to make further enhancements and upgrades to the ERP, as necessary. Significant management attention and resources have been used and extensive planning has occurred to support effective implementation of the new ERP system. However, such implementation, as well as enhancements or upgrades to the system, carries certain risks, including the risk of significant design errors that could materially and adversely affect our operating results and impact our ability to manage our business. As a result, there is a risk that deficiencies may exist in the future and that they could constitute significant deficiencies, or, in the aggregate, a material weakness in internal control over financial reporting.

Our operations may be impaired as a result of disasters, business interruptions or similar events.

Disasters and business interruptions such as earthquakes, water, fire, electrical failure, accidents and epidemics affecting our operating activities, major facilities, and employees’ and customers’ health could materially and adversely affect our operating results and financial condition. In particular, our Asian operations and most of our third party service providers involved in the manufacturing of our products are located within relative close proximity. Therefore, any disaster that strikes within or close to that geographic area, such as the earthquake and flooding that occurred in China, could be extremely disruptive to our business and could materially and adversely affect our operating results and financial condition. We are currently developing and implementing a disaster recovery plan.

Acts of war and terrorist acts may seriously harm our business and revenue, costs and expenses and financial condition.

Acts of war or terrorist acts, wherever they occur around the world, may cause damage or disruption to our business, employees, facilities, suppliers, distributors or customers, which could significantly impact our revenue, costs, expenses and financial condition. In addition, as a company with significant operations and major distributors and customers located in Asia, we may be adversely impacted by heightened tensions and acts of war that occur in locations such as the Korean Peninsula, Taiwan and China. The potential for future terrorist attacks, the national and international responses to terrorist attacks or perceived threats to national security, and other acts of war or hostility have created many economic and political uncertainties that could adversely affect our business and results of operations in ways that cannot presently be predicted. We are uninsured for losses and interruptions caused by terrorist acts and acts of war.

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Risks Related to the Securities Markets and Ownership of Our Common Stock

Our stock has been and will likely continue to be subject to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control that may prevent our stockholders from selling our common stock at a profit.

The market price of our common stock has fluctuated substantially, and there can be no assurance that such volatility will not continue. Since the beginning of fiscal 2002 through January 31, 2013, the closing sales price of our common stock has ranged from a high of $36.42 per share to a low of $1.26 per share. The closing sales price of our common stock on March 5, 2013 was $13.26 per share. The securities markets have experienced significant price and volume fluctuations in the past, and the market prices of the securities of semiconductor companies have been especially volatile. This market volatility, as well as general economic, market or political conditions, including the current global economic situation, could reduce the market price of our common stock in spite of our operating performance. The market price of our common stock may fluctuate significantly in response to a number of factors, including:

·actual or anticipated fluctuations in our operating results;

·changes in expectations as to our future financial performance;

·changes in financial estimates of securities analysts;

·release of lock-up or other transfer restrictions on our outstanding shares of common stock or sales of additional shares of common stock;

·sales or the perception in the market of possible sales of shares of our common stock by our directors, officers, employees or principal stockholders;

·changes in market valuations of other technology companies; and

·announcements by us or our competitors of significant technical innovations, design wins, contracts, standards or acquisitions.

Due to these factors, the price of our stock may decline and investors may be unable to resell their shares of our stock for a profit. In addition, the stock market experiences extreme volatility that often is unrelated to the performance of particular companies. These market fluctuations may cause our stock price to decline regardless of our performance.

Provisions in our charter documents and Delaware law could prevent or delay a change in control of our company and may reduce the market price of our common stock.

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

·adjusting the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;

·providing for a classified board of directors with staggered, three-year terms;

·requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;

·limiting the persons who may call special meetings of stockholders; and

·prohibiting stockholder actions by written consent.

Provisions of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors could adopt a preferred stock rights agreement. If adopted, the exercise of rights under the rights agreement could have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

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ITEM 6.   EXHIBITS

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1)
101.INS	XBRL Instance Document(1)
101.SCH	XBRL Taxonomy Extension Schema Document(1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document(1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document(1)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document(1)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document(1)

(1)Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		OMNIVISION TECHNOLOGIES, INC.
		(Registrant)
Dated: March 8, 2013
	By:	/s/ SHAW HONG
		Shaw Hong
		Chief Executive Officer and Director
		(Principal Executive Officer)
Dated: March 8, 2013
	By:	/s/ ANSON CHAN
		Anson Chan
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Exhibit Index

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1)
101.INS	XBRL Instance Document(1)
101.SCH	XBRL Taxonomy Extension Schema Document(1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document(1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document(1)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document(1)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document(1)

(1)Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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