What changed in this filing

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Item 1. Financial Statements

2022-08-05 compared with 2022-05-04 · 117 added, 124 removed, 401 unchanged (38% of the section changed)

3 unchanged sentences

(Unaudited, in millions, except per share amounts)

Three Months Ended Six Months Ended

2022 April 2,

2021 April 1,

2022 April 2,

Three Months Ended Nine Months Ended

Net revenue $ 1,232.6 $ 1,116.4 $ 4,078.6 $ 3,798.2

9 unchanged sentences

Interest expense ( 11.3 ) ( 2.6 ) ( 33.6 ) ( 2.6 )

Other income (expense), net ( 1.8 ) 0.8 ( 0.5 ) 0.9

Other expense, net ( 0.4 ) ( 1.0 ) ( 0.9 ) ( 0.1 )

Income before income taxes 314.1 336.2 1,104.4 1,282.5

Provision for income taxes 48.3 50.5 84.6 112.0

Provision (benefit) for income taxes 46.8 ( 1.6 ) 131.4 110.5

Net income $ 267.3 $ 337.8 $ 973.0 $ 1,172.0

9 unchanged sentences

(Unaudited, in millions)

Three Months Ended Six Months Ended

2022 April 2,

2021 April 1,

2022 April 2,

Three Months Ended Nine Months Ended

Net income $ 267.3 $ 337.8 $ 973.0 $ 1,172.0

28 unchanged sentences

Accrued compensation and benefits 109.0 135.3

Current portion of long-term debt 498.8 —

Other current liabilities 298.4 287.2

11 unchanged sentences

525.0 shares authorized;

166.9 shares issued and 161.7 shares outstanding at April 1, 2022 , and 165.3 shares issued and 165.3 shares outstanding at October 1, 2021

166.9 shares issued and 160.7 shares outstanding at July 1, 2022, and 165.3 shares issued and 165.3 shares outstanding at October 1, 2021

Additional paid-in capital 267.6 79.6

8 unchanged sentences

(Unaudited, in millions)

Six Months Ended

2022 April 2,

Nine Months Ended

Cash flows from operating activities:

18 unchanged sentences

Sales and maturities of marketable securities 216.2 689.6

Receipts from the sales of property, plant, and equipment 7.6 —

Net cash used in investing activities ( 231.6 ) ( 101.0 )

5 unchanged sentences

Proceeds from employee stock purchase plan 15.6 12.7

Proceeds from issuance of long-term debt, net — 1,489.7

Debt financing costs — ( 7.3 )

Payments of debt ( 50.0 ) —

Net cash used in financing activities ( 986.6 ) ( 392.7 )

Net cash provided by (used in) financing activities ( 1,196.6 ) 1,005.6

Net increase (decrease) in cash and cash equivalents ( 239.9 ) 2,278.3

8 unchanged sentences

Operating lease assets obtained in exchange for new lease liabilities $ 64.3 $ 15.9

Retirement of treasury stock $ — $ 4,342.6

See accompanying Notes to Consolidated Financial Statements.

18 unchanged sentences

Balance at April 1, 2022 161.7 $ 40.4 5.2 $ ( 772.7 ) $ 218.1 $ 5,707.8 $ ( 5.0 ) $ 5,188.6

Net income — — — — — 267.3 — 267.3

Exercise and settlement of share-based awards, net of shares withheld for taxes — — — ( 1.6 ) 0.6 — — ( 1.0 )

Share-based compensation expense — — — — 48.6 — — 48.6

Dividends declared — — — — — ( 90.0 ) — ( 90.0 )

Stock repurchase program ( 1.0 ) ( 0.3 ) 1.0 ( 119.1 ) 0.3 — — ( 119.1 )

Other comprehensive income — — — — — — 0.2 0.2

Balance at July 1, 2022 160.7 $ 40.1 6.2 $ ( 893.4 ) $ 267.6 $ 5,885.1 $ ( 4.8 ) $ 5,294.6

Balance at October 2, 2020 165.6 $ 41.4 66.7 $ ( 4,093.5 ) $ 3,403.7 $ 4,820.4 $ ( 7.8 ) $ 4,164.2

4 unchanged sentences

Dividends declared — — — — — ( 83.0 ) — ( 83.0 )

Other comprehensive loss — — — — — — 0.1 0.1

Other comprehensive income — — — — — — 0.1 0.1

Balance at January 1, 2021 164.9 $ 41.2 68.5 $ ( 4,336.9 ) $ 3,471.6 $ 5,246.7 $ ( 7.7 ) $ 4,414.9

3 unchanged sentences

Dividends declared — — — — — ( 82.6 ) — ( 82.6 )

Other comprehensive income — — — — — — ( 0.1 ) ( 0.1 )

Other comprehensive loss — — — — — — ( 0.1 ) ( 0.1 )

Balance at April 2, 2021 165.1 $ 41.3 68.5 $ ( 4,340.5 ) $ 3,530.2 $ 5,489.1 $ ( 7.8 ) $ 4,712.3

Net income — — — — — 337.8 — 337.8

Exercise and settlement of share-based awards, net of shares withheld for taxes — — — ( 2.2 ) 0.7 — — ( 1.5 )

Share-based compensation expense — — — — 36.9 — — 36.9

Retirement of treasury stock — — ( 68.5 ) 4,342.6 ( 3,550.3 ) ( 792.3 ) — —

Dividends declared — — — — — ( 82.5 ) — ( 82.5 )

Other comprehensive loss — — — — — — ( 0.2 ) ( 0.2 )

Balance at July 2, 2021 165.1 $ 41.3 — $ ( 0.1 ) $ 17.5 $ 4,952.1 $ ( 8.0 ) $ 5,002.8

See accompanying Notes to Consolidated Financial Statements.

17 unchanged sentences

Fiscal 2021 consisted of 52 weeks and ended on October 1, 2021.

The three and six months ended April 1, 2022 , and April 2, 2021, each consisted of 13 weeks and 26 weeks, respectively.

The three and nine months ended July 1, 2022, and July 2, 2021, each consisted of 13 weeks and 39 weeks, respectively.

REVENUE RECOGNITION

2 unchanged sentences

Net revenue by geographic area is as follows (in millions):

Three Months Ended Six Months Ended

2022 April 2,

2021 April 1,

2022 April 2,

Three Months Ended Nine Months Ended

United States $ 813.0 $ 636.0 $ 2,630.9 $ 2,372.6

6 unchanged sentences

Net revenue by sales channel is as follows (in millions):

Three Months Ended Six Months Ended

2022 April 2,

2021 April 1,

2022 April 2,

Three Months Ended Nine Months Ended

Distributors $ 947.8 $ 982.7 $ 3,309.3 $ 3,396.1

7 unchanged sentences

2022 October 1,

2021 April 1,

2022 October 1,

3 unchanged sentences

Total marketable securities $ 16.2 $ 137.2 $ 3.0 $ 7.1

The contractual maturities of noncurrent available-for-sale marketable securities were due within two years or less.

Neither gross unrealized gains and losses nor realized gains and losses were material as of April 1, 2022 , and October 1, 2021, respectively.

The contractual maturities of noncurrent available-for-sale marketable securities were within two years or less of issuance of the applicable securities.

Neither gross unrealized gains and losses nor realized gains and losses were material as of July 1, 2022, and October 1, 2021, respectively.

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

5 unchanged sentences

Assets and liabilities recorded at fair value on a recurring basis consisted of the following (in millions):

April 1, 2022 October 1, 2021

July 1, 2022 October 1, 2021

Fair Value Measurements Fair Value Measurements

7 unchanged sentences

The Company’s non-financial assets and liabilities, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and are subsequently re-measured if there are indicators of impairment.

There were no indicators of impairment identified during the three and six months ended April 1, 2022 .

There were no indicators of impairment identified during the three and nine months ended July 1, 2022.

Fair Value of Debt

1 unchanged sentence

The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets.

The carrying value of the Term Loan approximates its fair value as the Term Loan is carried at a market observable interest rate that resets periodically.

The carrying value of the Term Loan (as defined below) approximates its fair value as the Term Loan is carried at a market observable interest rate that resets periodically.

The carrying amount and estimated fair value of debt consists of the following (in millions):

24 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

There were no changes to the carrying amount of goodwill during the three and six months ended April 1, 2022 .

There were no changes to the carrying amount of goodwill during the three and nine months ended July 1, 2022.

The Company tests its goodwill for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value of goodwill may be impaired.

There were no indicators of impairment noted during the three and six months ended April 1, 2022 .

There were no indicators of impairment noted during the three and nine months ended July 1, 2022.

Intangible assets consist of the following (in millions):

Period (Years) April 1, 2022 October 1, 2021

Period (Years) July 1, 2022 October 1, 2021

Carrying Amount

5 unchanged sentences

Fully amortized intangible assets are eliminated from both the gross and accumulated amortization amounts in the first quarter of each fiscal year.

During the three and six months ended April 1, 2022 , $ 167.2 million of in-process research and development (“IPR&D”) assets were transferred to definite-lived intangible assets, and are being amortized over their weighted-average useful lives of 6.6 years.

Amortization expense related to definite-lived intangible assets was $ 65.9 million and $ 145.9 million for the three and six months ended April 1, 2022 , respectively.

Amortization expense related to definite-lived intangible assets was $ 9.5 million and $ 17.5 million for the three and six months ended April 2, 2021, respectively.

During the nine months ended July 1, 2022, $ 167.2 million of in-process research and development (“IPR&D”) assets were transferred to definite-lived intangible assets, and are being amortized over their weighted-average useful lives of 6.6 years.

Amortization expense related to definite-lived intangible assets was $ 65.9 million and $ 211.8 million for the three and nine months ended July 1, 2022, respectively.

Amortization expense related to definite-lived intangible assets was $ 6.3 million and $ 23.8 million for the three and nine months ended July 2, 2021, respectively.

Annual amortization expense for the next five fiscal years related to definite-lived intangible assets, excluding IPR&D, is expected to be as follows (in millions):

2 unchanged sentences

The provision for income taxes consists of the following components (in millions):

Three Months Ended Six Months Ended

2022 April 2,

2021 April 1,

2022 April 2,

Three Months Ended Nine Months Ended

United States income taxes 35.8 ( 13.8 ) 88.5 63.7

Foreign income taxes 11.0 12.2 42.9 46.8

Provision for income taxes $ 48.3 $ 50.5 $ 84.6 $ 112.0

Provision (benefit) for income taxes $ 46.8 $ ( 1.6 ) $ 131.4 $ 110.5

Effective tax rate 14.9 % ( 0.5 ) % 11.9 % 8.6 %

The difference between the Company’s effective tax rate and the 21.0 % United States federal statutory rate for the three and six months ended April 1, 2022 , and April 2, 2021, respectively, resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, a benefit from foreign-derived intangible income deduction (“FDII”), windfall tax deductions, and research and experimentation and foreign tax credits earned, partially offset by a tax on global intangible low-taxed income (“GILTI”), and tax expense related to a change in the reserve for uncertain tax positions.

The difference between the Company’s effective tax rate and the 21.0 % United States federal statutory rate for the three and nine months ended July 1, 2022, and July 2, 2021, respectively, resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, a benefit from foreign-derived intangible income deduction (“FDII”), windfall tax deductions, and research and experimentation and foreign tax credits earned, partially offset by a tax on global intangible low-taxed income (“GILTI”), and tax expense related to a change in the reserve for uncertain tax positions.

COMMITMENTS AND CONTINGENCIES

23 unchanged sentences

The timing and amount of any shares of the Company’s common stock that are repurchased under the repurchase program are determined by the Company’s management based on its evaluation of market conditions and other factors.

During the three months ended April 1, 2022 , the Company paid $ 418.0 million (including commissions) in connection with the repurchase of 3.0 million shares of its common stock (paying an average price of $ 138.46 per share).

During the six months ended April 1, 2022 , the Company paid $ 687.4 million (including commissions) in connection with the repurchase of 4.7 million shares of its common stock (paying an average price of $ 146.03 per share), all of which shares were repurchased pursuant to the January 26, 2021, stock repurchase program.

As of April 1, 2022 , $ 1.3 billion remained available under the January 26, 2021, stock repurchase program.

During the three months ended April 2, 2021, the Company did not repurchase any shares of its common stock.

During the six months ended April 2, 2021, the Company paid $ 195.6 million (including commissions) in connection with the repurchase of 1.4 million shares of its common stock (paying an average price of $ 138.85 per share), all of which shares were repurchased pursuant to the January 30, 2019, stock repurchase program.

On May 3, 2022 , the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $ 0.56 per share.

This dividend is payable on June 14, 2022 , to the Company’s stockholders of record as of the close of business on May 24, 2022 .

During the three months ended July 1, 2022, the Company paid $ 119.1 million (including commissions) in connection with the repurchase of 1.0 million shares of its common stock (paying an average price of $ 119.07 per share).

During the nine months ended July 1, 2022, the Company paid $ 806.5 million (including commissions) in connection with the repurchase of 5.7 million shares of its common stock (paying an average price of $ 141.30 per share), all of which shares were repurchased pursuant to the January 26, 2021, stock repurchase program.

As of July 1, 2022, $ 1.2 billion remained available under the January 26, 2021, stock repurchase program.

During the three months ended July 2, 2021, the Company did not repurchase any shares of its common stock.

During the nine months ended July 2, 2021, the Company paid $ 195.6 million (including commissions) in connection with the repurchase of 1.4 million shares of its common stock (paying an average price of $ 138.85 per share), all of which shares were repurchased pursuant to the January 30, 2019, stock repurchase program.

On August 4, 2022 , the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $ 0.62 per share.

This dividend is payable on September 15, 2022 , to the Company’s stockholders of record as of the close of business on August 25, 2022 .

Dividends charged to retained earnings were as follows (in millions, except per share data):

2 unchanged sentences

Second quarter 0.56 91.2 0.50 82.6

Third quarter 0.56 90.0 0.50 82.5

Total dividends $ 1.68 $ 273.7 $ 1.50 $ 248.1

1 unchanged sentence

The following table summarizes the share-based compensation expense by line item in the Consolidated Statements of Operations (in millions):

Three Months Ended Six Months Ended

2022 April 2,

2021 April 1,

2022 April 2,

Three Months Ended Nine Months Ended

Cost of goods sold $ 8.0 $ 4.9 $ 22.9 $ 24.0

4 unchanged sentences

The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):

Three Months Ended Six Months Ended

2022 April 2,

2021 April 1,

2022 April 2,

Three Months Ended Nine Months Ended

Net income $ 267.3 $ 337.8 $ 973.0 $ 1,172.0

6 unchanged sentences

Basic earnings per share are calculated by dividing net income by the weighted average number of shares of the Company’s common stock outstanding during the period.

The calculation of diluted earnings per share includes the dilutive effect of equity-based awards that were outstanding during the three and six months ended April 1, 2022 , and April 2, 2021, using the treasury stock method.

The calculation of diluted earnings per share includes the dilutive effect of equity-based awards that were outstanding during the three and nine months ended July 1, 2022, and July 2, 2021, using the treasury stock method.

Shares issuable upon the vesting of performance stock awards are likewise included in the calculation of diluted earnings per share as of the date the condition(s) have been satisfied, assuming the end of the reporting period was the end of the contingency period.

8 unchanged sentences

Total other current liabilities $ 298.4 $ 287.2

Other current assets consist of the following (in millions):

2022 October 1,

Prepaid expenses $ 204.9 $ 106.7

Other 156.3 97.4

Total other current assets $ 361.2 $ 204.1

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

15 unchanged sentences

RESULTS OF OPERATIONS

Three and Six Months Ended April 1, 2022 , and April 2, 2021

Three and Nine Months Ended July 1, 2022, and July 2, 2021

The following table sets forth the results of our operations expressed as a percentage of net revenue:

Three Months Ended Six Months Ended

2022 April 2,

2021 April 1,

2022 April 2,

Three Months Ended Nine Months Ended

Net revenue 100.0 % 100.0 % 100.0 % 100.0 %

9 unchanged sentences

Interest expense (0.9) (0.2) (0.8) (0.1)

Other income (expense), net (0.1) — — —

Other expense, net — (0.1) — —

Income before income taxes 25.5 30.1 27.1 33.7

Provision for income taxes 3.6 4.3 3.0 4.2

Provision (benefit) for income taxes 3.8 (0.2) 3.2 2.8

Net income 21.7 % 30.3 % 23.9 % 30.9 %

1 unchanged sentence

Our highly innovative analog semiconductors are connecting people, places, and things spanning a number of new and previously unimagined applications within the aerospace, automotive, broadband, cellular infrastructure, connected home, entertainment and gaming, industrial, medical, military, smartphone, tablet, and wearable markets.

During the three months ended April 1, 2022 , the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue increased to $1,335.6 million for the three months ended April 1, 2022 , as compared to $1,171.8 million for the corresponding period in fiscal 2021, driven primarily by our prior year fourth quarter acquisition to support high-growth market segments, including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication and data center, automotive, and smart home.

The increase in net revenue was also driven in part by an increase in demand for next-generation wireless connectivity products, including 5G and advanced Wi-Fi solutions, from major OEMs and the associated increases in average content per device for these products, partially offset by a decrease in demand for our mobile products from smartphone customers in China.

During the three months ended July 1, 2022, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue increased to $1,232.6 million for the three months ended July 1, 2022, as compared to $1,116.4 million for the corresponding period in fiscal 2021, driven primarily by our prior year fourth quarter acquisition to support high-growth market segments, such as automotive including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication and data center, and smart home.

The increase in net revenue was also driven in part by an increase in demand for next-generation wireless connectivity products, including 5G and advanced Wi-Fi solutions, from major OEMs and the associated increases in average content per device for these products, offset by a decrease in demand for our mobile products from smartphone customers in China.

• Our ending cash, cash equivalents, and marketable securities balance decreased to $662.2 million.

The decrease in cash, cash equivalents, and marketable securities during the three months ended April 1, 2022, was primarily due to the repurchase of 3.0 million shares of common stock for $ 418.0 million, capital expenditures of $126.7 million, and dividend payments of $91.2 million, partially offset by cash generated from operations of $392.9 million.

Three Months Ended Six Months Ended

2022 Change April 2,

2021 April 1,

2022 Change April 2,

The decrease in cash, cash equivalents, and marketable securities during the three months ended July 1, 2022, was primarily due to the repurchase of 1.0 million shares of common stock for $ 119.1 million, capital expenditures of $125.1 million, and dividend payments of $90.0 million, partially offset by cash generated from operations of $213.9 million.

Three Months Ended Nine Months Ended

2022 Change July 2,

(dollars in millions)

2 unchanged sentences

We generally experience seasonal peaks during our fourth and first fiscal quarters (which correspond to the second half of the calendar year), primarily as a result of increased worldwide production of consumer electronics in anticipation of increased holiday sales, whereas our second and third fiscal quarters are typically lower and in line with seasonal industry trends.

The increase in net revenue for the three and six months ended April 1, 2022 , as compared with the corresponding periods in fiscal 2021, was driven primarily by our prior year fourth quarter acquisition to support high-growth market segments, including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication and data center, automotive, and smart home.

Three Months Ended Six Months Ended

2022 Change April 2,

2021 April 1,

2022 Change April 2,

The increase in net revenue for the three and nine months ended July 1, 2022, as compared with the corresponding periods in fiscal 2021, was driven primarily by our prior year fourth quarter acquisition to support high-growth market segments, such as automotive including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication and data center, and smart home.

The increase in net revenue was also driven in part by an increase in demand for next-generation wireless connectivity products, including 5G and advanced Wi-Fi solutions, from major OEMs and the associated increases in average content per device for these products, offset by a decrease in demand for our mobile products from smartphone customers in China.

Three Months Ended Nine Months Ended

2022 Change July 2,

(dollars in millions)

4 unchanged sentences

As part of our normal course of business, we intend to improve gross profit with efforts to increase unit volumes, improve manufacturing efficiencies, lower manufacturing costs of existing products, and by introducing new and higher value-added products.

The increase in gross profit for the three and six months ended April 1, 2022 , as compared with the corresponding periods in fiscal 2021, was primarily the result of a favorable product mix including volume increases for new product introductions with a gross profit impact of $110.9 million and $220.7 million, respectively, partially offset by lower comparable unit volumes and an increase in amortization of acquisition intangibles, including inventory step-up, due to additional intangible assets acquired during the fourth quarter of fiscal 2021.

The increase in gross profit for the three and nine months ended July 1, 2022, as compared with the corresponding periods in fiscal 2021, was primarily the result of a favorable product mix including volume increases for new product introductions with a gross profit impact of $105.6 million and $326.3 million, respectively, partially offset by lower comparable unit volumes and an increase in amortization of acquisition intangibles, including inventory step-up, due to additional intangible assets acquired during the fourth quarter of fiscal 2021.

Research and Development

Three Months Ended Six Months Ended

2022 Change April 2,

2021 April 1,

2022 Change April 2,

Three Months Ended Nine Months Ended

2022 Change July 2,

(dollars in millions)

2 unchanged sentences

Research and development expenses consist primarily of direct personnel costs including share-based compensation expense, costs for pre-production evaluation, and testing of new devices, masks, engineering prototypes, and design tool costs.

The increase in research and development expenses for the three and six months ended April 1, 2022 , as compared with the corresponding periods in fiscal 2021, was primarily related to headcount-related expenses, including share-based compensation, as a result of our increased investment in developing new technologies and products.

The increase in research and development expenses for the three and nine months ended July 1, 2022, as compared with the corresponding periods in fiscal 2021, was primarily related to headcount-related expenses, including share-based compensation, as a result of our increased investment in developing new technologies and products.

The increase in headcount was partially due to our acquisition in the fourth quarter of fiscal 2021.

Selling, General, and Administrative

Three Months Ended Six Months Ended

2022 Change April 2,

2021 April 1,

2022 Change April 2,

Three Months Ended Nine Months Ended

2022 Change July 2,

(dollars in millions)

2 unchanged sentences

Selling, general, and administrative expenses include legal and related costs, accounting, treasury, human resources, information systems, customer service, bad debt expense, sales commissions, share-based compensation expense, advertising, marketing, costs associated with business combinations completed or contemplated during the period, and other costs.

The increase in selling, general, and administrative expenses for the three and six months ended April 1, 2022 , as compared with the corresponding periods in fiscal 2021, was primarily related to increases in headcount-related expenses, including share-based compensation.

The decrease in selling, general, and administrative expenses for the three months ended July 1, 2022, as compared with the corresponding period in fiscal 2021, was primarily related to a decrease in costs associated with our acquisition in the fourth quarter of fiscal 2021.

The increase in selling, general, and administrative expenses for the nine months ended July 1, 2022, as compared with the corresponding period in fiscal 2021, was primarily related to increases in headcount-related expenses, including share-based compensation.

The increase in headcount was primarily due to our acquisition in the fourth quarter of fiscal 2021.

Amortization of Intangibles

Three Months Ended Six Months Ended

2022 Change April 2,

2021 April 1,

2022 Change April 2,

Three Months Ended Nine Months Ended

2022 Change July 2,

(dollars in millions)

1 unchanged sentence

% of net revenue 1.8 % 0.2 % 1.9 % 0.2 %

The increase in amortization expense for the three and six months ended April 1, 2022 , as compared with the corresponding periods in fiscal 2021, was primarily due to the intangible assets acquired during the fourth quarter of fiscal 2021.

The increase in amortization expense for the three and nine months ended July 1, 2022, as compared with the corresponding periods in fiscal 2021, was primarily due to the intangible assets acquired during the fourth quarter of fiscal 2021.

Interest Expense

Three Months Ended Six Months Ended

2022 Change April 2,

2021 April 1,

2022 Change April 2,

Three Months Ended Nine Months Ended

2022 Change July 2,

(dollars in millions)

1 unchanged sentence

% of net revenue (0.9) % (0.2) % (0.8) % (0.1) %

The increase in interest expense for the three and six months ended April 1, 2022 , as compared with the corresponding periods in fiscal 2021, was due to the issuance of the Notes (as defined below) in May 2021 and the borrowing of the Term Loans (as defined below) in July 2021.

The increase in interest expense for the three and nine months ended July 1, 2022, as compared with the corresponding periods in fiscal 2021, was due to the issuance of the Notes (as defined below) in May 2021 and the borrowing of the Term Loans (as defined below) in July 2021.

Provision for Income Taxes

Three Months Ended Six Months Ended

2022 Change April 2,

2021 April 1,

2022 Change April 2,

Three Months Ended Nine Months Ended

2022 Change July 2,

(dollars in millions)

Provision for income taxes $ 48.3 (4.4) % $ 50.5 $ 84.6 (24.5) % $ 112.0

Provision (benefit) for income taxes $ 46.8 (3,025.0) % $ ( 1.6 ) $ 131.4 18.9 % $ 110.5

% of net revenue 3.8 % (0.2) % 3.2 % 2.8 %

We recorded a provision for income taxes of $ 48.3 million (which consisted of $ 34.3 million and $ 14.0 million related to United States and foreign income taxes, respectively) and $84.6 million (which consisted of $ 52.7 million and $ 31.9 million related to United States and foreign income taxes, respectively) for the three and six months ended April 1, 2022 , respectively.

The decrease in income tax expense for the three and six months ended April 1, 2022 , as compared with the corresponding periods in fiscal 2021, was primarily due to a decrease in income from operations and an increase in windfall tax deductions.

We recorded a provision for income taxes of $ 46.8 million (which consisted of $ 35.8 million and $ 11.0 million related to United States and foreign income taxes, respectively) and $131.4 million (which consisted of $ 88.5 million and $ 42.9 million related to United States and foreign income taxes, respectively) for the three and nine months ended July 1, 2022, respectively.

The increase in income tax expense for the three and nine months ended July 1, 2022, as compared with the corresponding periods in fiscal 2021, was primarily due to a prior period decrease in the reserve for uncertain tax positions, partially offset by a decrease in income from operations and an increase in windfall tax deductions in the current period.

LIQUIDITY AND CAPITAL RESOURCES

Six Months Ended

(in millions) April 1,

2022 April 2,

Nine Months Ended

(in millions) July 1,

Cash and cash equivalents at beginning of period $ 882.9 $ 566.7

1 unchanged sentence

Net cash used in investing activities (231.6) (101.0)

Net cash used in financing activities (986.6) (392.7)

Net cash provided by (used in) financing activities (1,196.6) 1,005.6

Cash and cash equivalents at end of period $ 643.0 $ 2,845.0

1 unchanged sentence

Cash provided by operating activities consists of net income for the period adjusted for certain non-cash items and changes in certain operating assets and liabilities.

The $126.3 million decrease in cash provided by operating activities during the six months ended April 1, 2022, as compared with the corresponding period in fiscal 2021, was primarily related to unfavorable changes in working capital of $186.6 million, due primarily to changes in inventory and increases in cash deposits with suppliers and customers.

The $185.4 million decrease in cash provided by operating activities during the nine months ended July 1, 2022, as compared with the corresponding period in fiscal 2021, was primarily related to unfavorable changes in working capital of $272.9 million, due primarily to increases in inventory and cash deposits with suppliers.

Cash used in investing activities:

Cash used in investing activities consists primarily of capital expenditures and cash paid related to the purchase of marketable securities, offset by cash received related to the sale or maturity of marketable securities.

The $0.5 million decrease in cash used in investing activities during the six months ended April 1, 2022, as compared with the corresponding period in fiscal 2021, was primarily related to a $37.3 million decrease in cash used for capital expenditures, partially offset by a $28.7 million decrease in the net sales of marketable securities.

Cash used in financing activities:

The $130.6 million increase in cash used in investing activities during the nine months ended July 1, 2022, as compared with the corresponding period in fiscal 2021, was primarily related to a $156.4 million decrease in the net sales of marketable securities, partially offset by a $27.1 million decrease in cash used for capital expenditures.

Cash provided by (used in) financing activities:

Cash used in financing activities consists primarily of proceeds and payments related to our long-term borrowings and cash transactions related to equity.

The $593.9 million increase in cash used in financing activities during the six months ended April 1, 2022, as compared with the corresponding period in fiscal 2021, was primarily related to an increase of $491.8 million in stock repurchase activity, a $50.0 million repayment of Term Loans, an increase of $32.3 million related to the minimum statutory payroll tax withholdings upon vesting of employee performance and restricted stock awards, and an increase of $18.1 million in dividend payments.

Cash, cash equivalents, and marketable securities totaled $778.2 million as of April 1, 2022, representing a decrease of $249.0 million from October 1, 2021.

The decrease during the six months ended April 1, 2022, resulted primarily from the repurchase of 4.7 million shares of common stock for $687.4 million, capital expenditures of $222.5 million, and dividend payments of $183.7 million, partially offset by cash generated from operations of $974.5 million.

The $2,202.2 million increase in cash used in financing activities during the nine months ended July 1, 2022, as compared with the corresponding period in fiscal 2021, was primarily related to a decrease of $1,490.0 million in cash provided by long-term borrowings, an increase of $610.9 million in stock repurchase activity, a $50.0 million repayment of Term Loans, an increase of $31.6 million related to the minimum statutory payroll tax withholdings upon vesting of employee performance and restricted stock awards, and an increase of $25.6 million in dividend payments.

Cash, cash equivalents, and marketable securities totaled $662.2 million as of July 1, 2022, representing a decrease of $365.0 million from October 1, 2021.

The decrease during the nine months ended July 1, 2022, resulted primarily from the repurchase of 5.7 million shares of common stock for $806.5 million, capital expenditures of $347.7 million, and dividend payments of $273.7 million, partially offset by cash generated from operations of $1,188.3 million.

We have outstanding $500.0 million of Notes Due 2023, $500.0 million of Notes Due 2026, and $500.0 million of Notes Due 2031 (the “Notes”).

We have a term credit agreement (the “Term Credit Agreement”) providing for a $1.0 billion term loan facility (the “Term Loan Facility”).

On July 26, 2021, the Company borrowed $1.0 billion in aggregate principal amount of term loans (the “Term Loans”) under the Term Loan Facility to finance a portion of the purchase price for the Infrastructure and Automotive business of Silicon Laboratories Inc.

On July 26, 2021, the Company borrowed $1.0 billion in aggregate principal amount of term loans (the “Term Loans”) under the Term Loan Facility to finance a portion of the purchase price to acquire the Infrastructure and Automotive business of Silicon Laboratories Inc.

and to pay fees and expenses incurred in connection therewith.

During the six months ended April 1, 2022, we repaid $50.0 million of outstanding borrowings under the Term Loans.

As of April 1, 2022, there were $700.0 million of borrowings outstanding under the Term Credit Agreement.

During the nine months ended July 1, 2022, we repaid $50.0 million of outstanding borrowings under the Term Loans.

As of July 1, 2022, there were $700.0 million of borrowings outstanding under the Term Credit Agreement.

We have a Revolving Credit Agreement (the “Revolving Credit Agreement”) under which we may borrow up to $750.0 million for general corporate purposes and working capital needs of the Company and its subsidiaries.

As of April 1, 2022, there were no borrowings outstanding under the revolving credit facility (the “Revolver”).

As of July 1, 2022, there were no borrowings outstanding under the revolving credit facility (the “Revolver”).

The Revolving Credit Agreement expires July 26, 2026.

Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, the cash we expect to generate from operations, and funds from our Revolver, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from:

research and development, capital expenditures, potential acquisitions, working capital, quarterly cash dividend payments (if such dividends are declared by the Board of Directors), outstanding commitments, and other liquidity requirements associated with existing operations.

research and development, capital expenditures, potential acquisitions, working

capital, quarterly cash dividend payments (if such dividends are declared by the Board of Directors), outstanding commitments, and other liquidity requirements associated with existing operations.

However, we cannot be certain that our cash on hand, cash generated from operations, and funds from our Revolver will be available in the future to fund all of our capital and operating requirements.

In addition, any future strategic investments and significant acquisitions may require additional cash and capital

In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources.

If we are unable to obtain sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and operations could be materially and adversely affected.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements