What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-07-31 compared with 2024-05-01 · 129 added, 118 removed, 430 unchanged (36% of the section changed)

3 unchanged sentences

(Unaudited, in millions, except per share amounts)

Three Months Ended Six Months Ended

March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three Months Ended Nine Months Ended

June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Net revenue $ 905.5 $ 1,071.2 $ 3,153.0 $ 3,553.6

5 unchanged sentences

Amortization of intangibles 0.2 3.8 0.7 29.5

Restructuring, impairment, and other charges (benefits) ( 0.3 ) 23.1 15.9 23.5

Restructuring, impairment, and other charges 1.6 4.4 17.5 28.0

Total operating expenses 233.7 233.4 713.0 758.2

16 unchanged sentences

(Unaudited, in millions)

Three Months Ended Six Months Ended

March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three Months Ended Nine Months Ended

June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Net income $ 120.9 $ 195.8 $ 535.5 $ 738.0

Other comprehensive income (loss), net of tax:

Fair value of investments — — 0.1 —

Pension adjustments — — ( 0.1 ) ( 0.8 )

4 unchanged sentences

(In millions, except per share amounts)

March 29, 2024 September 29, 2023

ASSETS (unaudited)

June 28, 2024 September 29, 2023

Current assets:

31 unchanged sentences

525.0 shares authorized;

160.4 shares issued and outstanding at March 29, 2024, and 159.5 shares issued and outstanding at September 29, 2023

159.7 shares issued and outstanding at June 28, 2024, and 159.5 shares issued and outstanding at September 29, 2023

Additional paid-in capital 217.8 172.4

7 unchanged sentences

(Unaudited, in millions)

Six Months Ended

March 29, 2024 March 31, 2023

Nine Months Ended

June 28, 2024 June 30, 2023

Cash flows from operating activities:

42 unchanged sentences

(Unaudited, in millions)

Shares of common stock Par value of common stock Shares of treasury stock Value of treasury stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total stockholders ’ equity

Shares of common stock Par value of common stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total stockholders ’ equity

Balance at September 29, 2023

3 unchanged sentences

Share-based compensation expense — — 52.6 — — 52.6

Repurchase and retirement of common stock — — ( 0.4 ) 32.7 ( 32.7 ) — — —

Dividends declared — — — ( 108.9 ) — ( 108.9 )

5 unchanged sentences

Share-based compensation expense — — 40.3 — — 40.3

Repurchase and retirement of common stock — — — 0.6 ( 0.6 ) — — —

Dividends declared — — — ( 109.1 ) — ( 109.1 )

1 unchanged sentence

160.4 $ 40.1 $ 252.2 $ 6,072.6 $ ( 5.7 ) $ 6,359.2

Net income — $ — $ — $ 120.9 $ — $ 120.9

Exercise and settlement of share-based awards, net of shares withheld for taxes 0.1 — ( 1.0 ) — — ( 1.0 )

Share-based compensation expense — — 43.8 — — 43.8

Repurchase of common stock ( 0.8 ) ( 0.2 ) ( 77.2 ) — — ( 77.4 )

Dividends declared — — — ( 109.1 ) — ( 109.1 )

Balance at June 28, 2024

159.7 $ 39.9 $ 217.8 $ 6,084.4 $ ( 5.7 ) $ 6,336.4

Balance at September 30, 2022

3 unchanged sentences

Share-based compensation expense — — 49.7 — — 49.7

Repurchase and retirement of common stock ( 1.8 ) ( 0.5 ) ( 0.3 ) 31.9 ( 77.7 ) ( 120.0 ) — ( 166.3 )

Repurchase of common stock ( 1.8 ) ( 0.5 ) ( 45.8 ) ( 120.0 ) — ( 166.3 )

Dividends declared — — — ( 99.4 ) — ( 99.4 )

5 unchanged sentences

Share-based compensation expense — — 43.0 — — 43.0

Repurchase and retirement of common stock ( 0.1 ) — — 0.7 ( 6.3 ) ( 3.5 ) — ( 9.1 )

Repurchase of common stock ( 0.1 ) — ( 5.6 ) ( 3.5 ) — ( 9.1 )

Dividends declared — — — ( 98.6 ) — ( 98.6 )

1 unchanged sentence

159.2 $ 39.7 $ 56.2 $ 5,642.6 $ ( 5.6 ) $ 5,732.9

Net income — $ — $ — $ 195.8 $ — $ 195.8

Exercise and settlement of share-based awards, net of shares withheld for taxes — 0.1 ( 1.0 ) — — ( 0.9 )

Share-based compensation expense — — 48.8 — — 48.8

Dividends declared — — — ( 98.7 ) — ( 98.7 )

Balance at June 30, 2023

159.2 $ 39.8 $ 104.0 $ 5,739.7 $ ( 5.6 ) $ 5,877.9

See accompanying Notes to Consolidated Financial Statements.

18 unchanged sentences

The fiscal year ended on September 29, 2023 consisted of 52 weeks (“fiscal 2023”).

The three and six months ended March 29, 2024, and March 31, 2023, each consisted of 13 weeks and 26 weeks, respectively.

The three and nine months ended June 28, 2024, and June 30, 2023, each consisted of 13 weeks and 39 weeks, respectively.

Property, Plant, and Equipment

3 unchanged sentences

Leasehold improvements are depreciated over the lesser of the economic life or the life of the associated lease.

During the six months ended March 29, 2024, the Company changed its accounting estimate for the expected useful lives of certain machinery and equipment.

During the nine months ended June 28, 2024, the Company changed its accounting estimate for the expected useful lives of certain machinery and equipment.

The Company evaluated its current asset base and reassessed the estimated useful lives of certain machinery and equipment in connection with its recent usage of older equipment, including considering the technological and physical obsolescence of such machinery and equipment.

Based on its ability to re-use equipment across generations of process technologies and historical usage trends, the Company determined that the expected useful lives for certain machinery and equipment should be increased by up to two years to reflect more closely the estimated economic lives of those assets.

This change in estimate was applied prospectively effective during the first quarter of fiscal 2024 and resulted in a decrease in depreciation expense of $ 18.9 million and $ 37.7 million for the three and six months ended March 29, 2024, respectively.

This benefit decreased cost of goods sold by $ 1.8 million for each of the three and six months ended March 29, 2024, respectively, decreased research and development expenses by $ 2.5 million and $ 4.9 million for the three and six months ended March 29, 2024, respectively, and decreased ending inventory by $ 31.0 million as of March 29, 2024.

As a result of this change in accounting estimate, net income increased by $ 4.3 million and $ 6.7 million and diluted earnings per share increased by $ 0.03 and $ 0.04 for the three and six months ended March 29, 2024, respectively.

This change in estimate was applied prospectively effective during the first quarter of fiscal 2024 and resulted in a decrease in depreciation expense of $ 18.9 million and $ 56.6 million for the three and nine months ended June 28, 2024, respectively.

This benefit decreased cost of goods sold by $ 8.9 million and $ 10.7 million and decreased research and development expenses by $ 2.4 million and $ 7.4 million for the three and nine months ended June 28, 2024, respectively, and decreased ending inventory by $ 38.5 million as of June 28, 2024.

As a result of this change in accounting estimate, net income increased by $ 11.3 million and $ 18.1 million and diluted earnings per share increased by $ 0.07 and $ 0.11 for the three and nine months ended June 28, 2024, respectively.

Recently Issued Accounting Pronouncements

14 unchanged sentences

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

Three Months Ended Six Months Ended

March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three Months Ended Nine Months Ended

June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

United States $ 658.5 $ 793.9 $ 2,422.8 $ 2,668.8

6 unchanged sentences

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

Three Months Ended Six Months Ended

March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three Months Ended Nine Months Ended

June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Distributors $ 767.1 $ 937.0 $ 2,745.0 $ 3,183.1

6 unchanged sentences

Current Noncurrent

March 29, 2024 September 29, 2023 March 29, 2024 September 29, 2023

June 28, 2024 September 29, 2023 June 28, 2024 September 29, 2023

Treasury and government securities $ 5.2 $ 15.1 $ 14.9 $ 4.1

2 unchanged sentences

Total marketable securities $ 5.6 $ 15.6 $ 14.9 $ 4.1

Neither gross unrealized gains and losses nor realized gains and losses were material as of March 29, 2024, or September 29, 2023.

Neither gross unrealized gains and losses nor realized gains and losses were material as of June 28, 2024, or September 29, 2023.

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):

March 29, 2024 September 29, 2023

June 28, 2024 September 29, 2023

Fair Value Measurements Fair Value Measurements

4 unchanged sentences

Total assets at fair value $ 1,283.9 $ 1,264.6 $ 19.3 $ — $ 738.5 $ 718.5 $ 20.0 $ —

(1) Cash equivalents included in Levels 1 and 2 consist of money market funds and U.S.

(1) Cash equivalents included in Levels 1 and 2 consist of money market funds, municipal bonds, and U.S.

Treasury and government securities purchased with less than ninety days until maturity.

1 unchanged sentence

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.

During the three months ended March 29, 2024, there were no indicators of impairment identified.

During the six months ended March 29, 2024, the Company abandoned a previously capitalized in-process research and development (“IPR&D”) project and recorded an impairment charge of $ 16.1 million.

During the three and six months ended March 31, 2023, the Company recorded impairment charges of $ 17.0 million.

During the three and nine months ended June 28, 2024, the Company recorded impairment charges of $ 0.7 million and $ 16.8 million, respectively.

The impairment charges for the nine months ended June 28, 2024 primarily related to the abandonment of a previously capitalized in-process research and development (“IPR&D”) project.

During the three months ended June 30, 2023, there were no indicators of impairment identified.

During the nine months ended June 30, 2023, the Company recorded impairment charges of $ 17.0 million.

Fair Value of Debt

2 unchanged sentences

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

March 29, 2024 September 29, 2023

June 28, 2024 September 29, 2023

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

3 unchanged sentences

Inventory consists of the following (in millions):

March 29, 2024 September 29, 2023

June 28, 2024 September 29, 2023

Raw materials $ 29.6 $ 57.2

4 unchanged sentences

Property, plant, and equipment, net consists of the following (in millions):

March 29, 2024 September 29, 2023

June 28, 2024 September 29, 2023

Land and improvements $ 11.9 $ 11.8

7 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

There were no changes to the carrying amount of goodwill during the three and six months ended March 29, 2024.

There were no changes to the carrying amount of goodwill during the three and nine months ended June 28, 2024.

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 March 29, 2024.

There were no indicators of impairment noted during the three and nine months ended June 28, 2024.

Intangible assets consist of the following (in millions):

Period (Years) March 29, 2024 September 29, 2023

Period (Years) June 28, 2024 September 29, 2023

Carrying Amount

4 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 each of the three and six months ended March 29, 2024, $ 55.7 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of 8 years.

During the three and six months ended March 31, 2023, $ 1.8 million and $ 9.5 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of 12 years, respectively.

Amortization expense related to definite-lived intangible assets was $ 45.5 million and $ 93.6 million for the three and six months ended March 29, 2024, respectively.

Amortization expense related to definite-lived intangible assets was $ 51.4 million and $ 123.4 million for the three and six months ended March 31, 2023, respectively.

During the three months ended June 28, 2024, $ 33.4 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of 12 years.

During the nine months ended June 28, 2024, $ 89.1 million of IPR&D assets were transferred to definite-lived intangible assets, of which $ 33.4 million is being amortized over their useful lives of 12 years and $ 55.7 million is being amortized over their useful lives of 8 years.

During the nine months ended June 30, 2023, $ 9.5 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of 12 years.

Amortization expense related to definite-lived intangible assets was $ 46.0 million and $ 139.6 million for the three and nine months ended June 28, 2024, respectively.

Amortization expense related to definite-lived intangible assets was $ 51.3 million and $ 174.7 million for the three and nine months ended June 30, 2023, 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):

3 unchanged sentences

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

Three Months Ended Six Months Ended

March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three Months Ended Nine Months Ended

June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

United States income taxes $ 8.6 $ 17.5 $ 16.0 $ 60.0

2 unchanged sentences

Effective tax rate 9.4 % 11.8 % 7.4 % 11.4 %

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 March 29, 2024 and March 31, 2023 resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, a benefit from foreign-derived intangible income deduction (“FDII”), 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 share-based compensation shortfalls.

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 June 28, 2024 and June 30, 2023 resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, a benefit from foreign-derived intangible income deduction (“FDII”), 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 share-based compensation shortfalls.

In August 2022, the U.S.

1 unchanged sentence

The Company is subject to the provisions of CAMT in fiscal 2024 .

CAMT had no impact to the Company’s consolidated financial statements for the three and six months ended March 29, 2024.

CAMT had no impact to the Company’s consolidated financial statements for the three and nine months ended June 28, 2024.

COMMITMENTS AND CONTINGENCIES

25 unchanged sentences

The Company maintains certain minimum purchase commitments under long-term capacity reservation agreements primarily with foundries for the purchase of wafers.

Under these agreements, the Company has agreed to pay a combination of refundable deposits and prepayments to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreements.

As of March 29, 2024, the remaining deposits and prepayments under the long-term capacity reservation agreements were $ 41.7 million and $ 1.3 million, respectively, recorded within other current assets and $ 100.0 million and $ 15.8 million, respectively, recorded within other long-term assets.

As of June 28, 2024, the deposits and prepayments under the long-term capacity reservation agreements were $ 141.7 million and $ 2.5 million, respectively, recorded within other current assets, and $ 1.4 million and $ 22.6 million, respectively, recorded within other long-term assets.

As of September 29, 2023, the deposits and prepayments under the long-term capacity reservation agreements were $ 41.7 million and $ 1.3 million, respectively, recorded within other current assets and $ 16.0 million of prepayments recorded within other long-term assets.

STOCKHOLDERS’ EQUITY

5 unchanged sentences

The Company currently expects to fund the January 31, 2023 stock repurchase program using the Company’s working capital.

During the three and six months ended March 29, 2024, the Company did not repurchase any shares of its common stock pursuant to the January 31, 2023 stock repurchase program.

As of March 29, 2024, $ 2.0 billion remained available under the January 31, 2023 stock repurchase program.

During the three months ended March 31, 2023, the Company paid $ 9.1 million (including commissions) in connection with the repurchase of 0.1 million shares of its common stock (paying an average price of $ 91.08 per share).

During the six months ended March 31, 2023, the Company paid $ 175.3 million (including commissions) in connection with the repurchase of 1.9 million shares of its common stock (paying an average price of $ 90.60 per share), all of which shares were repurchased pursuant to the January 26, 2021 stock repurchase program.

On April 30, 2024 , the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $ 0.68 per share.

This dividend is payable on June 11, 2024 , to the Company’s stockholders of record as of the close of business on May 21, 2024 .

During the three and nine months ended June 28, 2024, the Company paid $ 77.4 million (including commissions and excise tax, as applicable) in connection with the repurchase of 0.8 million shares of its common stock (paying an average price of $ 101.33 per share), all of which shares were repurchased pursuant to the January 31, 2023 stock repurchase program.

As of June 28, 2024, $ 1.9 billion remained available under the January 31, 2023 stock repurchase program.

During the three months ended June 30, 2023, the Company did not repurchase any shares of its common stock pursuant to the January 31, 2023 stock repurchase program.

During the nine months ended June 30, 2023, the Company paid $ 175.3 million (including commissions) in connection with the repurchase of 1.9 million shares of its common stock (paying an average price of $ 90.60 per share), all of which shares were repurchased pursuant to the January 26, 2021 stock repurchase program.

On July 30, 2024 , the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $ 0.70 per share.

This dividend is payable on September 10, 2024 , to the Company’s stockholders of record as of the close of business on August 20, 2024 .

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

4 unchanged sentences

Second quarter 0.68 109.1 0.62 98.6

Third quarter 0.68 109.1 0.62 98.7

Total dividends $ 2.04 $ 327.1 $ 1.86 $ 296.7

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

March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three Months Ended Nine Months Ended

June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Cost of goods sold $ 5.7 $ 3.3 $ 26.1 $ 13.4

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

March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three Months Ended Nine Months Ended

June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Net income $ 120.9 $ 195.8 $ 535.5 $ 738.0

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 March 29, 2024, and March 31, 2023, 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 June 28, 2024, and June 30, 2023, 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.

2 unchanged sentences

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

March 29, 2024 September 29, 2023

June 28, 2024 September 29, 2023

Prepaid expenses $ 233.7 $ 306.0

2 unchanged sentences

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

March 29, 2024 September 29, 2023

June 28, 2024 September 29, 2023

Accrued customer liabilities $ 197.6 $ 270.9

16 unchanged sentences

RESULTS OF OPERATIONS

Three and Six Months Ended March 29, 2024, and March 31, 2023

Three and Nine Months Ended June 28, 2024, and June 30, 2023

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

Three Months Ended Six Months Ended

March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three Months Ended Nine Months Ended

June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Net revenue 100.0 % 100.0 % 100.0 % 100.0 %

5 unchanged sentences

Amortization of intangibles — 0.4 — 0.8

Restructuring, impairment, and other charges (benefits) — 2.0 0.7 0.9

Restructuring, impairment, and other charges 0.2 0.4 0.6 0.8

Total operating expenses 25.8 21.8 22.6 21.3

8 unchanged sentences

Our highly innovative analog and mixed-signal 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, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and wearable markets.

During the three months ended March 29, 2024, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue decreased to $1,046.0 million for the three months ended March 29, 2024, as compared to $1,153.1 million for the corresponding period in fiscal 2023, driven primarily by a decrease in demand for our non-mobile analog and mixed-signal products.

During the three months ended June 28, 2024, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue decreased to $905.5 million for the three months ended June 28, 2024, as compared to $1,071.2 million for the corresponding period in fiscal 2023, driven primarily by a decrease in demand for our mobile and mixed-signal products.

• Our ending cash, cash equivalents, and marketable securities balance increased to $1,283.9 million.

The increase in cash, cash equivalents, and marketable securities during the three months ended March 29, 2024, was primarily due to cash generated from operations of $300.2 million, partially offset by dividend payments of $109.1 million, and capital expenditures of $27.6 million.

Three Months Ended Six Months Ended

March 29, 2024 Change March 31, 2023 March 29, 2024 Change March 31, 2023

(dollars in millions)

The increase in cash, cash equivalents, and marketable securities during the three months ended June 28, 2024, was primarily due to cash generated from operations of $273.5 million, partially offset by dividend payments of $109.1 million, share repurchases of $77.4 million, and capital expenditures of $24.4 million.

Three Months Ended Nine Months Ended

(dollars in millions) June 28, 2024 Change June 30, 2023 June 28, 2024 Change June 30, 2023

Net revenue $ 905.5 (15.5)% $ 1,071.2 $ 3,153.0 (11.3)% $ 3,553.6

1 unchanged sentence

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 holiday sales, whereas our second and third fiscal quarters are typically lower and in line with seasonal industry trends.

The decrease in net revenue for the three and six months ended March 29, 2024, as compared with the corresponding periods in fiscal 2023, was driven primarily by a decrease in demand for our non-mobile analog and mixed-signal products.

Three Months Ended Six Months Ended

March 29, 2024 Change March 31, 2023 March 29, 2024 Change March 31, 2023

(dollars in millions)

The decrease in net revenue for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was driven primarily by a decrease in demand for our mobile and mixed-signal products.

Three Months Ended Nine Months Ended

(dollars in millions) June 28, 2024 Change June 30, 2023 June 28, 2024 Change June 30, 2023

Gross profit $ 364.1 (21.5)% $ 464.1 $ 1,291.0 (20.8)% $ 1,629.2

5 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 decrease in gross profit for the three and six months ended March 29, 2024, as compared with the corresponding periods in fiscal 2023, was primarily the result of an unfavorable product mix, lower unit volumes, and lower average selling prices.

The decrease in gross profit for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily the result of an unfavorable product mix, lower unit volumes, and lower average selling prices.

Research and Development

Three Months Ended Six Months Ended

March 29, 2024 Change March 31, 2023 March 29, 2024 Change March 31, 2023

(dollars in millions)

Three Months Ended Nine Months Ended

(dollars in millions) June 28, 2024 Change June 30, 2023 June 28, 2024 Change June 30, 2023

Research and development $ 160.7 8.6% $ 148.0 $ 468.1 1.8% $ 460.0

1 unchanged sentence

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, non-production masks, engineering prototypes, and design tool costs.

The increase in research and development expenses for the three months ended March 29, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to an increase in certain headcount-related expenses, including share-based compensation, as a result of our increased investment in developing new technologies and products.

The decrease in research and development expenses for the six months ended March 29, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to a decrease in depreciation expense as a result of extending the useful lives of certain machinery and equipment.

The increase in research and development expenses for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily related to an increase in certain headcount-related expenses as a result of our increased investment in developing new technologies and products, partially offset by a decrease in depreciation expense as a result of extending the useful lives of certain machinery and equipment.

For information regarding this change in accounting estimate, refer to Note 1 of the Notes to Consolidated Financial Statements.

Selling, General, and Administrative

Three Months Ended Six Months Ended

March 29, 2024 Change March 31, 2023 March 29, 2024 Change March 31, 2023

(dollars in millions)

Three Months Ended Nine Months Ended

(dollars in millions) June 28, 2024 Change June 30, 2023 June 28, 2024 Change June 30, 2023

Selling, general, and administrative $ 71.2 (7.8)% $ 77.2 $ 226.7 (5.8)% $ 240.7

1 unchanged sentence

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 decrease in selling, general, and administrative expenses for the three and six months ended March 29, 2024, as compared with the corresponding periods in fiscal 2023, was primarily related to a decrease in headcount-related expenses, including share-based compensation and a decrease in professional services costs.

The decrease in selling, general, and administrative expenses for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily related to a gain on the sale of property, plant, and equipment, a decrease in professional services costs, and a decrease in share-based compensation.

Amortization of Intangibles

Three Months Ended Six Months Ended

March 29, 2024 Change March 31, 2023 March 29, 2024 Change March 31, 2023

(dollars in millions)

Three Months Ended Nine Months Ended

(dollars in millions) June 28, 2024 Change June 30, 2023 June 28, 2024 Change June 30, 2023

Amortization of intangibles $ 0.2 (94.7)% $ 3.8 $ 0.7 (97.6)% $ 29.5

% of net revenue — % 0.4 % — % 0.8 %

The decrease in amortization expense for the three and six months ended March 29, 2024, as compared with the corresponding periods in fiscal 2023, was primarily due to certain intangible assets that were acquired in prior fiscal years reaching the end of their useful lives.

Restructuring, Impairment, and Other Charges (Benefits)

Three Months Ended Six Months Ended

March 29, 2024 Change March 31, 2023 March 29, 2024 Change March 31, 2023

(dollars in millions)

Restructuring, impairment, and other charges (benefits)

The decrease in amortization expense for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily due to certain intangible assets that were acquired in prior fiscal years reaching the end of their useful lives.

Restructuring, Impairment, and Other Charges

Three Months Ended Nine Months Ended

(dollars in millions) June 28, 2024 Change June 30, 2023 June 28, 2024 Change June 30, 2023

Restructuring, impairment, and other charges

$ 1.6 (63.6)% $ 4.4 $ 17.5 (37.5)% $ 28.0

% of net revenue 0.2 % 0.4 % 0.6 % 0.8 %

Restructuring, impairment, and other charges (benefits) for the three months ended March 29, 2024 was not material.

Restructuring, impairment, and other charges (benefits) for the six months ended March 29, 2024 was primarily related to the abandonment of a previously capitalized IPR&D project.

Restructuring, impairment, and other charges (benefits) for the three and six months ended March 31, 2023 was primarily due to asset impairment charges of certain assets held for sale.

Restructuring, impairment, and other charges for the three months ended June 28, 2024 was primarily due to employee severance costs.

Restructuring, impairment, and other charges for the nine months ended June 28, 2024 was primarily related to the abandonment of a previously capitalized IPR&D project.

Restructuring, impairment, and other charges for the three months ended June 30, 2023 was primarily due to employee severance costs.

Restructuring, impairment, and other charges for the nine months ended June 30, 2023 was primarily due to impairment charges on divested assets.

Interest Expense

Three Months Ended Six Months Ended

March 29, 2024 Change March 31, 2023 March 29, 2024 Change March 31, 2023

(dollars in millions)

Three Months Ended Nine Months Ended

(dollars in millions) June 28, 2024 Change June 30, 2023 June 28, 2024 Change June 30, 2023

Interest expense $ 6.6 (59.3)% $ 16.2 $ 23.8 (54.2)% $ 52.0

% of net revenue 0.7 % 1.5 % 0.8 % 1.5 %

The decrease in interest expense for the three and six months ended March 29, 2024, as compared with the corresponding periods in fiscal 2023, was due to the repayment of the outstanding balance on the Term Loans (as defined below).

The decrease in interest expense for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was due to the repayment of the outstanding balance on the Term Loans (as defined below).

Other Income, Net

Three Months Ended Nine Months Ended

(dollars in millions) June 28, 2024 Change June 30, 2023 June 28, 2024 Change June 30, 2023

Other income, net $ 9.6 26.3% $ 7.6 $ 23.8 75.0% $ 13.6

% of net revenue 1.1 % 0.7 % 0.8 % 0.4 %

The increase in other income, net for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily due to an increase in interest income generated from marketable securities.

Provision for Income Taxes

Three Months Ended Six Months Ended

March 29, 2024 Change March 31, 2023 March 29, 2024 Change March 31, 2023

(dollars in millions)

Three Months Ended Nine Months Ended

(dollars in millions) June 28, 2024 Change June 30, 2023 June 28, 2024 Change June 30, 2023

Provision for income taxes $ 12.5 (52.5)% $ 26.3 $ 42.5 (55.1)% $ 94.6

% of net revenue 1.4 % 2.5 % 1.3 % 2.7 %

We recorded a provision for income taxes of $9.6 million (which consisted of a benefit of $4.6 million and a provision of $14.2 million related to United States and foreign income taxes, respectively) and $30.0 million (which consisted of $7.5 million and $22.5 million related to United States and foreign income taxes, respectively) for the three and six months ended March 29, 2024, respectively.

The decrease in income tax expense for the three and six months ended March 29, 2024, as compared with the corresponding periods in fiscal 2023, was primarily due to lower income from operations and a lower tax on GILTI, partially offset by an increase in the shortfall in tax deductions for share-based compensation.

We recorded a provision for income taxes of $12.5 million (which consisted of $8.6 million and $3.9 million related to United States and foreign income taxes, respectively) and $42.5 million (which consisted of $16.0 million and $26.5 million related to United States and foreign income taxes, respectively) for the three and nine months ended June 28, 2024, respectively.

The decrease in income tax expense for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily due to lower income from operations and a lower tax on GILTI, partially offset by an increase in the shortfall in tax deductions for share-based compensation.

LIQUIDITY AND CAPITAL RESOURCES

Six Months Ended

(in millions) March 29, 2024 March 31, 2023

Nine Months Ended

(in millions) June 28, 2024 June 30, 2023

Cash and cash equivalents at beginning of period $ 718.8 $ 566.0

5 unchanged sentences

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 $109.9 million decrease in cash provided by operating activities during the six months ended March 29, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to lower net income and depreciation, partially offset by favorable changes in working capital of $58.7 million, due primarily to a decrease in inventory.

The $142.3 million decrease in cash provided by operating activities during the nine months ended June 28, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to lower net income, partially offset by favorable changes in working capital of $109.3 million, due primarily to a decrease in inventory.

Cash used in investing activities:

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

The $272.7 million decrease in cash used in investing activities during the six months ended March 29, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to a decrease of $259.1 million in purchases of marketable securities and a decrease of $59.1 million in cash used for capital expenditures, partially offset by a decrease of $49.7 million in sales of marketable securities.

The $61.7 million decrease in cash used in investing activities during the nine months ended June 28, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to a decrease of $256.4 million in purchases of marketable securities and a decrease of $66.0 million in cash used for capital expenditures, partially offset by a decrease of $263.7 million in sales of marketable securities.

Cash 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 $57.2 million decrease in cash used in financing activities during the six months ended March 29, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to a decrease of 175.3 million in stock repurchase activity, partially offset by an increase of $100.0 million for the repayment of debt, and an increase of $20.0 million in dividend payments.

Cash, cash equivalents, and marketable securities totaled $1,221.3 million as of March 29, 2024, representing an increase of $482.8 million from September 29, 2023.

The $469.6 million decrease in cash used in financing activities during the nine months ended June 28, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to a decrease of $400.0 million for the

repayment of debt, a decrease of $98.0 million in stock repurchase activity, partially offset by an increase of $30.4 million in dividend payments.

Cash, cash equivalents, and marketable securities totaled $1,283.9 million as of June 28, 2024, representing an increase of $545.4 million from September 29, 2023.

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

During the six months ended March 29, 2024, we repaid $300.0 million of outstanding borrowings under the term loans (the “Term Loans”) that the Company borrowed on July 26, 2021 under a $1.0 billion term loan facility (the “Term Loan Facility”).

As of March 29, 2024, there were no borrowings outstanding under the Term Loan Facility.

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 March 29, 2024, there were no borrowings outstanding under the revolving credit facility (the “Revolver”).

During the nine months ended June 28, 2024, we repaid $300.0 million of outstanding borrowings under the term loans (the “Term Loans”) that the Company borrowed on July 26, 2021 under a $1.0 billion term loan facility (the “Term Loan Facility”).

As of June 28, 2024, there were no borrowings outstanding under the Term Loan Facility.

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 June 28, 2024, there were no borrowings outstanding under the revolving credit facility (the “Revolver”).

The Revolving Credit Agreement expires July 26, 2026.

6 unchanged sentences

money market funds, U.S.

Treasury and government securities, and corporate bonds and notes.

Treasury and government securities, corporate bonds and notes, and municipal bonds.

Our contractual obligations disclosure in the 2023 10-K has not materially changed since we filed that report.

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