2 unchanged sentences
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
−Removed: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, as of June 29, 2024, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, as of June 28, 2025, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective at the reasonable assurance level to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
2 unchanged sentences
Based on our evaluation under the COSO 2013 framework, our management concluded that our internal control over financial reporting was effective, at the reasonable assurance level, as of June 28, 2025.
−Removed: The effectiveness of our internal control over financial reporting, as of June 29, 2024, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein on page F-2.
+Added: KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K, and as part of its audit has issued an attestation report, included herein, on our internal control over financial reporting, as of June 28, 2025.
Changes in Internal Control Over Financial Reporting
−Removed: There have been no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year ended June 29, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There have been no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
−Removed: Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud.
+Added: Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all error and all fraud.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
3 unchanged sentences
OTHER INFORMATION
−Removed: There were no items requiring reporting on Form 8-K that were not reported on Form 8-K during the fourth quarter of the year covered by this Form 10-K.
−Removed: During the fiscal quarter ended June 29, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f), of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
−Removed: DISCLOSURE REGA RDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Trading Arrangements
+Added: During the fiscal quarter ended June 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
−Removed: DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this Item relating to directors of our company and corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2024 Annual Meeting of Stockholders.
−Removed: The information required by this Item relating to our executive officers is included in Item 1.
−Removed: Business – Information about our Executive Officers.
+Added: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
+Added: The information required by this Item relating to our directors and corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders.
+Added: The information required by this Item relating to our executive officers is included in Part I – Item 1 of this Annual Report on Form 10-K under the caption “Information About Our Executive Officers.”
We have adopted a code of ethics that applies to our chief executive officer, chief financial officer, principal accounting officer and other senior accounting personnel.
1 unchanged sentence
We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding any amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address and location specified above.
−Removed: EXECUTI VE COMPENSATION
+Added: EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the caption “Executive Compensation”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders.
−Removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the captions “Security Ownership of Principal Stockholders, Directors, and Officers” and “Executive Compensation—Stock-Based Compensation Plan Information”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2024 Annual Meeting of Stockholders.
+Added: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
+Added: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the captions “Beneficial Ownership of Certain Stockholders” and “Equity Compensation Plan Information”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the caption “Certain Relationships and Related Transactions”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2024 Annual Meeting of Stockholders.
−Removed: PRINCIPAL ACCOU NTANT FEES AND SERVICES
−Removed: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the caption “Ratification of Appointment of Independent Auditor”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2024 Annual Meeting of Stockholders.
−Removed: EXHIBITS AND FINA NCIAL STATEMENT SCHEDULES
−Removed: (a) Financial Statements and Financial Statement Schedules
−Removed: (1) Financial Statements are listed in the Index to Financial Statements on page F-1 of this report.
+Added: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the captions “Board Composition and Governance — Independent Directors” and “Certain Relationships and Related Transactions”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders.
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
+Added: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the captions “Ratification of Appointment of Independent Auditor” and “Audit and Non-Audit Fees”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders.
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
+Added: We have filed the following documents as part of this Form 10-K:
+Added: Consolidated Financial Statements:
+Added: Report of Independent Registered Public Accounting Firm ( KPMG LLP , Santa Clara, California , PCAOB Audit Firm ID:
+Added: Consolidated Balance Sheets
+Added: Consolidated Statements of Operations
+Added: Consolidated Statements of Comprehensive Income
+Added: Consolidated Statements of Stockholders ’ Equity
+Added: Consolidated Statements of Cash Flows
+Added: Notes to Consolidated Financial Statements
+Added: Financial Statement Schedules
+Added: All schedules have been omitted because the information is not required, is not applicable or is included in the Consolidated Financial Statements.
Incorporated by Reference
+Added: Number Exhibit To Date Filed
3.1 Amended and Restated Certificate of Incorporation
−Removed: Quarterly Report on Form 8-K
−Removed: October 26, 2023
+Added: Quarterly Report on Form 8-K October 26, 2023
3.2 Certificate of Designation of Series A Junior Participating Preferred Stock
−Removed: Registration Statement on Form 8-A
−Removed: August 16, 2002
−Removed: Third Amended and Restated Bylaws (amended and restated as of July 27, 2010)
−Removed: Current Report on Form 8-K
−Removed: August 2, 2010
+Added: Registration Statement on Form 8-A August 16, 2002
+Added: 3.3 Fo ur th Ame n d e d a n d R e s t a t e d B y l a w s ( a m e n d e d a n d r e s t a t e d a s o f J u l y 29 , 2 0 25 )
+Added: Current Report on Form 8-K July 31, 2025
4.1 Form of Common Stock Certificate
−Removed: Annual Report on Form 10-K
−Removed: September 12, 2002
+Added: Annual Report on Form 10-K September 12, 2002
4.2 Description of Registrant’s Securities
−Removed: Annual Report on Form 10-K
−Removed: August 23, 2019
+Added: Annual Report on Form 10-K August 23, 2019
4.3 Indenture, dated as of March 11, 2021, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee
−Removed: Current Report on Form 8-K
−Removed: March 11, 2021
+Added: Current Report on Form 8-K March 11, 2021
4.4 Form of 4.000% Senior Notes due 2029 (included in Exhibit 4.3).
−Removed: Second Amended and Restated Credit Agreement, dated March 11, 2021, by and among Synaptics Incorporated, as borrower, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner, MUFG Union Bank, N.A.
+Added: Current Report on Form 8-K March 11, 2021
+Added: Indenture, dated as of November 19, 2024, between Synaptics Incorporated and U.S.
+Added: Bank Trust Company, National Association, as trustee
+Added: Current Report on Form 8-K November 19, 2024
+Added: Form of Certificate representing the 0.75% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.5)
+Added: Current Report on Form 8-K November 29, 2024
+Added: 10.1(a) Second Amended and Restated Credit Agreement, dated March 11, 2021, by and among Synaptics Incorporated, as borrower, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner, MUFG Union Bank, N.A.
and BMO Capital Markets Corp., as joint lead arrangers, joint bookrunners and co-syndication agents
−Removed: Current Report on Form 8-K
−Removed: March 11, 2021
−Removed: First Amendment and Lender Joinder Agreement, dated as of December 2, 2021, by and among Synaptics Incorporated, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent
−Removed: Current Report on Form 8-K
−Removed: December 2, 2021
−Removed: Second Amendment, dated as of March 16, 2023, by and among Synaptics Incorporated, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent
−Removed: Current Report on Form 8-K
−Removed: March 17, 2023
−Removed: Third Amendment, dated as of July 28, 2023, by and among Synaptics Incorporated, the Revolving Credit Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent
−Removed: Current Report on Form 8-K
−Removed: August 3, 2023
−Removed: Synaptics Incorporated 2019 Inducement Equity Plan
−Removed: Registration Statement on Form S-8
−Removed: August 16, 2019
−Removed: Form of Restricted Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan
−Removed: Registration Statement on Form S-8
−Removed: August 16, 2019
−Removed: Form of Market Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan
−Removed: Registration Statement on Form S-8
−Removed: August 16, 2019
−Removed: Form of Performance Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan
−Removed: Registration Statement on Form S-8
−Removed: August 16, 2019
−Removed: 2019 Equity and Incentive Compensation Plan
−Removed: Registration Statement on Form S-8
−Removed: November 1, 2019
−Removed: Amended and Restated 2019 Equity and Incentive Compensation Plan
−Removed: Current Report on Form 8-K
−Removed: October 29, 2020
+Added: Current Report on Form 8-K March 11, 2021
+Added: 10.1(b) First Amendment and Lender Joinder Agreement, dated as of December 2, 2021, by and among Synaptics Incorporated, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent
+Added: Current Report on Form 8-K December 2, 2021
+Added: 10.1(c) Second Amendment, dated as of March 16, 2023, by and among Synaptics Incorporated, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent
+Added: Current Report on Form 8-K March 17, 2023
+Added: 10.1(d) Third Amendment, dated as of July 28, 2023, by and among Synaptics Incorporated, the Revolving Credit Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent
+Added: Current Report on Form 8-K August 3, 2023
+Added: Fourth Amendment and Lender Joinder Agreement, dated as of November 21, 2024, by and among Synaptics Incorporated, Wells Fargo Bank, National Association, as Administrative Agent, and the revolving credit lenders party thereto
+Added: Current Report on Form 8-K November 21, 2024
+Added: 10.2(a)* Synaptics Incorporated 2019 Inducement Equity Plan
+Added: Registration Statement on Form S-8 August 16, 2019
+Added: 10.2(b)* Form of Restricted Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan
+Added: Registration Statement on Form S-8 August 16, 2019
+Added: 10.2(c)* Form of Market Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan
+Added: Registration Statement on Form S-8 August 16, 2019
+Added: 10.2(d)* Form of Performance Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan
+Added: Registration Statement on Form S-8 August 16, 2019
+Added: S ynaptics Incorporated 2025 Induceme nt Equity Plan
+Added: Registration Statement on Form S-8 January 30, 2025
+Added: 10.3(a)* 2019 Equity and Incentive Compensation Plan
+Added: Registration Statement on Form S-8 November 1, 2019
+Added: 10.3(b)* Amended and Restated 2019 Equity and Incentive Compensation Plan
+Added: Current Report on Form 8-K October 29, 2020
+Added: 10.3(c)* Amended and Restated 2019 Equity and Incentive Compensation Plan
+Added: Current Report on Form 8-K October 28, 2021
+Added: 10.3(d)* Amended and Restated 2019 Equity and Incentive Compensation Plan
+Added: Current Report on Form 8-K October 27, 2022
+Added: 10.3(e)* Amended and Restated 2019 Equity and In c entive Compensation Plan
+Added: Current Report on Form 8-K October 26, 2023
Amended and Restated 2019 Equity and Incentive Compensation Plan
−Removed: Current Report on Form 8-K
−Removed: October 28, 2021
−Removed: Amended and Restated 2019 Equity Incentive Compensation Plan
−Removed: Current Report on Form 8-K
−Removed: October 27, 2022
−Removed: Amended and Restated 2019 Equity Inventive Compensation Plan
−Removed: Current Report on Form 8-K
−Removed: October 26, 2023
−Removed: Form of Restricted Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted before July 27, 2021)
−Removed: Registration Statement on Form S-8
−Removed: November 1, 2019
−Removed: Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted before July 27, 2021)
−Removed: Registration Statement on Form S-8
−Removed: November 1, 2019
−Removed: Form of Restricted Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted after July 27, 2021)
−Removed: Annual Report on Form 10-K
−Removed: August 23, 2021
−Removed: Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted after July 27, 2021)
−Removed: Annual Report on Form 10-K
−Removed: August 23, 2021
−Removed: Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan
−Removed: Quarterly Report on Form 10-Q
−Removed: November 5, 2020
−Removed: Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan
−Removed: Quarterly Report on Form 10-Q
−Removed: November 5, 2020
−Removed: Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan
−Removed: Annual Report on Form 10-K
−Removed: August 22, 2022
−Removed: Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan
−Removed: Filed herewith
+Added: Current Report on Form 8-K October 31, 2024
+Added: 10.3(g)* Form of Restricted Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted before July 27, 2021)
+Added: Registration Statement on Form S-8 November 1, 2019
+Added: 10.3(h)* Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted before July 27, 2021)
+Added: Registration Statement on Form S-8 November 1, 2019
+Added: 10.3(i)* Form of Restricted Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted after July 27, 2021)
+Added: Annual Report on Form 10-K August 23, 2021
+Added: 10.3(j)* Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted after July 27, 2021)
+Added: Annual Report on Form 10-K August 23, 2021
+Added: 10.3(k)* Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan
+Added: Quarterly Report on Form 10-Q November 5, 2020
+Added: 10.3(l)* Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan
+Added: Quarterly Report on Form 10-Q November 5, 2020
+Added: 10.3(m)* Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan
+Added: Annual Report on Form 10-K August 22, 2022
+Added: 10.3(n)* Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan
+Added: Annual Report on Form 10-K August 23, 2024
+Added: Form of Retention Restricted Stock Unit Award Agreement under the Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan
+Added: Current Report on Form 8-K April 18, 2025
+Added: Form of Retention Restricted Stock Unit Award Agreement under the Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan
+Added: Current Report on Form 8-K May 23, 2025
10.4* 2019 Employee Stock Purchase Plan
−Removed: Registration Statement on Form S-8
−Removed: November 1, 2019
−Removed: Change of Control Severance Policy for Principal Executive Officers
−Removed: Annual Report on Form 10-K
−Removed: August 23, 2019
−Removed: Severance Policy for Principal Executive Officers
−Removed: Annual Report on Form 10-K
−Removed: August 23, 2019
+Added: Registration Statement on Form S-8 November 1, 2019
+Added: Form of Change in Control and Severance Agreement
+Added: Current Report on Form 8-K April 18, 2025
Form of Director and Officer Indemnification Agreement
−Removed: Current Report on Form 8-K
−Removed: Written Description of the Synaptics Incorporated Retention Program Adopted May 6, 2019
−Removed: Annual Report on Form 10-K
−Removed: August 23, 2019
+Added: Current Report on Form 8-K May 17, 2016
+Added: Form of Indemnification Agreement (Directors)
+Added: Current Report on Form 8-K April 18, 2025
+Added: Form of Indemnification Agreement (Officers )
+Added: Current Report on Form 8-K April 18, 2025
Employment Offer Letter, dated August 1, 2019 between the registrant and Michael Hurlston
2 unchanged sentences
Employment Offer Letter, dated May 10, 2024, between the registrant and Ken Rizvi
−Removed: Filed herewith
−Removed: Employment Offer Letter, dated December 22, 2023 between the registrant and Lisa Bodensteiner
−Removed: Quarterly Report on Form 10-Q
−Removed: February 8, 2024
+Added: Annual Report on Form 10-K August 23, 2024
+Added: Employment Offer Letter, dated Nov ember 22, 2023 between the registrant and Lisa Bodensteiner
+Added: Quarterly Report on Form 10-Q February 8, 2024
Employment Offer Letter, dated December 16, 2022, between the registrant and Vikram Gupta
−Removed: Quarterly Report on Form 10-Q
−Removed: February 8, 2024
+Added: Quarterly Report on Form 10-Q February 8, 2024
Employment offer letter dated October 24, 2019, between the registrant and Satish Ganesan
−Removed: Filed herewith
+Added: Annual Report on Form 10-K August 23, 2024
+Added: Letter Agreement between Synaptics Incorporated and Ken Rizvi, dated March 10, 2025
+Added: Current Report on Form 8-K March 14, 2025
+Added: Letter Agreement between Synaptics Incorporated and Nelson Chan, dated March 10, 2025
+Added: Current Report on Form 8-K March 14, 2025
+Added: Offer Letter, dated May 19, 2025 by and between Rahul Patel and Synaptics Incorporated
+Added: Current Report on Form 8-K May 21, 2025
+Added: Change in Control and Severance Agreement by and between Rahul Patel and Synaptics Incorporated
+Added: Current Report on Form 8-K May 21, 2025
+Added: Form of Confirmation of Base Capped Call Transaction
+Added: Current Report on Form 8-K November 19, 2024
+Added: Form of Confirmation for the Additional Capped Call Transactions
+Added: Current Report on Form 8-K November 26, 2024
19 Synaptics Incorporated Insider Trading Policy
−Removed: Filed herewith
+Added: Annual Report on Form 10-K August 23, 2024
21 List of Subsidiaries
−Removed: Filed herewith
+Added: Annual Report on Form 10-K August 23, 2024
23.1 Consent of Independent Registered Public Accounting Firm
9 unchanged sentences
97.1 Synaptics Compensation Recovery Policy, adopted as of October 23, 2023
−Removed: Filed herewith
−Removed: XBRL Instance Document
−Removed: Filed herewith
−Removed: Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
−Removed: Filed herewith
+Added: Annual Report on Form 10-K August 23, 2024
+Added: 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File -the Cover Page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
−Removed: Filed herewith
* Indicates a contract with management or compensatory plan or arrangement.
6 unchanged sentences
August 21, 2025
−Removed: /s/ Michael E.
+Added: /s/ Rahul Patel
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ Michael E.
−Removed: President and Chief Executive Officer,
−Removed: August 23, 2024
−Removed: and Director (Principal Executive Officer)
+Added: Signature Title Date
+Added: /s/ Rahul Patel
+Added: President and Chief Executive Officer, August 21, 2025
+Added: Rahul Patel and Director (Principal Executive Officer)
/ s / Ken Rizvi
−Removed: Senior Vice President and Chief Financial Officer
−Removed: August 23, 2024
−Removed: (Principal Financial Officer)
+Added: Senior Vice President and Chief Financial Officer August 21, 2025
+Added: Ken Rizvi (Principal Financial Officer)
/s/ Esther Song
−Removed: Vice President and Corporate Controller
−Removed: August 23, 2024
−Removed: (Principal Accounting Officer)
+Added: Vice President and Corporate Controller August 21, 2025
+Added: Esther Song (Principal Accounting Officer)
/s/ Nelson C.
−Removed: Chair of the Board
−Removed: August 23, 2024
+Added: Chair of the Board August 21, 2025
/s/ Jeffrey D.
−Removed: August 23, 2024
−Removed: August 23, 2024
+Added: Director August 21, 2025
+Added: Director August 21, 2025
/s/ Susan Hardman
−Removed: August 23, 2024
+Added: Director August 21, 2025
Susan Hardman
/s/ Patricia Kummrow
−Removed: August 23, 2024
+Added: Director August 21, 2025
Patricia Kummrow
/s/ Vivie Lee
−Removed: August 23, 2024
−Removed: August 23, 2024
−Removed: INDEX TO FINANC IAL STATEMENTS
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: Report of Independent Registered Public Accounting Firm ( KPMG LLP , Santa Clara, California , PCAOB Audit Firm ID:
−Removed: Consolidated Balance Sheets
−Removed: Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Income
−Removed: Consolidated Statements of Stockholders' Equity
−Removed: Consolidated Statements of Cash Flows
−Removed: Notes to Consolidated Financial Statements
−Removed: Report of Independent Regist ered Public Accounting Firm
−Removed: To the Stockholders and Board of Directors
−Removed: Synaptics Incorporated:
−Removed: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
−Removed: We have audited the accompanying consolidated balance sheets of Synaptics Incorporated and subsidiaries (the Company) as of June 29, 2024 and June 24, 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three fiscal year period ended June 29, 2024, and the related notes (collectively, the consolidated financial statements).
−Removed: We also have audited the Company’s internal control over financial reporting as of June 29, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 29, 2024 and June 24, 2023, and the results of its operations and its cash flows for each of the fiscal years in the three fiscal year period ended June 29, 2024, in conformity with U.S.
−Removed: generally accepted accounting principles.
−Removed: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 29, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Basis for Opinions
−Removed: The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
−Removed: Our audits also included performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audits provide a reasonable basis for our opinions.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
−Removed: Valuation of inventories
−Removed: As discussed in Note 1 to the consolidated financial statements, the Company held $114.0 million of inventories as of June 29, 2024 which are stated at the lower of cost or net realizable value.
−Removed: The Company records a write-down for excess, obsolete or unmarketable inventories based on forecasts of future demand and market conditions.
−Removed: We identified the valuation of inventories associated with excess, obsolete or unmarketable inventories as a critical audit matter.
−Removed: A higher degree of auditor judgment was required to evaluate the Company’s estimate of net realizable value for these inventories.
−Removed: Specifically, there is a high degree of subjectivity in evaluating the effect of any unexpected or sudden declines in market demand which may result from changes to or cancellations of customer orders, rapid product improvements or technological advances, due to the nature of the evidence available related to these factors.
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to develop the estimated net realizable value of inventory.
−Removed: For a selection of inventory items, we assessed the Company’s assumptions by comparing them to historical activity and demand forecasts.
−Removed: As part of the procedure, we considered customer communications, as well as end user and third-party publications.
−Removed: For a sample of inventory items, we recalculated the required write-downs and compared this to the recorded amounts.
−Removed: Evaluation of accounting for income tax domestication
−Removed: As described in Notes 1 and 14 to the consolidated financial statements, the Company revised their corporate entity structure via an intra-group transfer that included the domestication of certain foreign subsidiaries and the onshoring of certain intellectual property.
−Removed: As a result of the domestication, a deferred tax benefit of $263.0 million was recognized primarily driven by remeasuring certain deferred tax assets, net of deferred tax liabilities based on the U.S.
−Removed: tax rate in the fourth quarter of fiscal 2024.
−Removed: We identified the evaluation of accounting for the income tax domestication of certain foreign subsidiaries and the onshoring of certain intellectual property as a critical audit matter.
−Removed: Evaluating the Company’s application of current tax regulations in various foreign jurisdictions and the impact of those regulations on foreign, U.S.
−Removed: federal, state and local income tax provisions required complex auditor judgment and the use of tax professionals with specialized skills and knowledge.
−Removed: Additionally, the evaluation of the realizability of domesticated deferred tax assets required auditor judgment based on the nature of audit evidence available.
−Removed: We performed a sensitivity analysis to assess the impact of changes in key assumptions used to estimate the projected future taxable income.
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s income tax process, including controls related to management’s application of tax laws and regulations to the domestication and evaluation of the realizability of related deferred tax assets.
−Removed: We evaluated the positive and negative evidence used in assessing whether the deferred tax assets were more likely than not to be realized in the future.
−Removed: This included evaluating the Company’s current
−Removed: and cumulative taxable income and analyzing the Company’s estimates of future taxable income by comparing forecasted revenue to the financial budgets approved by the board of directors, historical performance, and external expectations for industry performance.
−Removed: We involved tax professionals with specialized skills and knowledge, who assisted in evaluating the Company’s interpretation and application of tax laws and regulations related to the domestication by reviewing third party opinions and other relevant evidence used by management to support its position.
−Removed: We have served as the Company’s auditor since 2003.
−Removed: Santa Clara, California
−Removed: August 23, 2024
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: C ONSOLIDATED BALANCE SHEETS
−Removed: (in millions, except par value and share amounts)
−Removed: Current Assets:
−Removed: Cash and cash equivalents
−Removed: Short-term investments
−Removed: Accounts receivable, net
−Removed: Inventories, net
−Removed: Prepaid expenses and other current assets
−Removed: Total current assets
−Removed: Property and equipment, net
−Removed: Acquired intangibles, net
−Removed: Right-of-use assets
−Removed: Deferred tax assets
−Removed: Non-current other assets
−Removed: LIABILITIES AND STOCKHOLDERS’ EQUITY
−Removed: Current Liabilities:
−Removed: Accounts payable
−Removed: Accrued compensation
−Removed: Income taxes payable
−Removed: Operating lease liabilities
−Removed: Other accrued liabilities
−Removed: Current portion of long-term debt
−Removed: Total current liabilities
−Removed: Long-term debt
−Removed: Operating lease liabilities, non-current
−Removed: Other long-term liabilities
−Removed: Total liabilities
−Removed: Stockholders' Equity:
−Removed: Preferred stock:
−Removed: $ 0.001 par value;
−Removed: 10,000,000 shares authorized;
−Removed: no shares issued and outstanding
−Removed: Common stock:
−Removed: $ 0.001 par value;
−Removed: 120,000,000 shares authorized, 69,683,991 and 68,687,511 shares issued,
−Removed: 39,567,552 and 38,571,072 shares outstanding, at June 2024 and June 2023, respectively
−Removed: Additional paid-in capital
−Removed: Treasury stock:
−Removed: 30,116,439 common shares at June 2024 and June 2023, at cost
−Removed: Retained earnings
−Removed: Total stockholders' equity
−Removed: See accompanying notes to consolidated financial statements.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: (in millions, except per share amounts)
−Removed: Cost of revenue
−Removed: Operating expenses:
−Removed: Research and development
−Removed: Selling, general, and administrative
−Removed: Acquired intangibles amortization
−Removed: Intangible asset impairment charge
−Removed: Restructuring costs
−Removed: Total operating expenses
−Removed: Operating (loss)/income
−Removed: Interest and other income
−Removed: Interest expense
−Removed: Loss on redemption of convertible notes
−Removed: Gain from sale and leaseback transaction
−Removed: (Loss)/income before provision for income taxes
−Removed: (Benefit)/provision for income taxes
−Removed: Equity investment gain
−Removed: Net income per share:
−Removed: Shares used in computing net income:
−Removed: See accompanying notes to consolidated financial statements.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
−Removed: (in millions)
−Removed: Other comprehensive income, net of tax
−Removed: Unrealized gain/(loss) on available-for-sale-securities
−Removed: Reclassification adjustments for losses included in net income
−Removed: Other comprehensive income/(loss)
−Removed: Comprehensive income
−Removed: See accompanying notes to consolidated financial statements.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
−Removed: (in millions, except share amounts)
−Removed: Additional Paid-In Capital
−Removed: Treasury Stock
−Removed: Accumulated Other Comprehensive Income
−Removed: Retained Earnings
−Removed: Total Stockholders' Equity
−Removed: Balance at June 2021
−Removed: Other comprehensive loss
−Removed: Issuance of common stock for share-based award compensation plans
−Removed: Payroll taxes related to net share settlement of share-based awards
−Removed: Treasury stock issued for redemption of convertible notes
−Removed: Share-based compensation attributable to acquisition
−Removed: Share-based compensation
−Removed: Balance at June 2022
−Removed: Other comprehensive income
−Removed: Issuance of common stock for share-based award compensation plans
−Removed: Payroll taxes related to net share settlement of share-based awards
−Removed: Common stock repurchased
−Removed: Share-based compensation
−Removed: Balance at June 2023
−Removed: Issuance of common stock for share-based award compensation plans
−Removed: Payroll taxes related to net share settlement of share-based awards
−Removed: Share-based compensation
−Removed: Balance at June 2024
−Removed: See accompanying notes to consolidated financial statements.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: (in millions)
−Removed: Cash flows from operating activities
−Removed: Adjustments to reconcile net income to net cash provided by operating activities:
−Removed: Share-based compensation costs
−Removed: Depreciation and amortization
−Removed: Acquired intangibles amortization
−Removed: Deferred taxes
−Removed: Intangible asset impairment charge
−Removed: Changes in operating assets and liabilities, net of acquisitions:
−Removed: Accounts receivable, net
−Removed: Inventories, net
−Removed: Prepaid expenses and other current assets
−Removed: Accounts payable
−Removed: Accrued compensation
−Removed: Income taxes payable
−Removed: Other accrued liabilities
−Removed: Net cash provided by operating activities
−Removed: Cash flows from investing activities
−Removed: Proceeds from sale of assets
−Removed: Acquisition of business, net of cash and cash equivalents acquired
−Removed: Advance payment on intangible assets
−Removed: Proceeds from maturity of investments
−Removed: Proceeds from sale of investments
−Removed: Purchases of short-term investments
−Removed: Purchases of property and equipment
−Removed: Purchase of intangible assets
−Removed: Proceeds from sale of equity method investment
−Removed: Net cash used in investing activities
−Removed: Cash flows from financing activities
−Removed: Proceeds from issuance of debt
−Removed: Payment of debt issuance costs
−Removed: Proceeds from issuance of shares
−Removed: Payroll taxes related to net share settlement of share-based awards
−Removed: Repurchases of common stock
−Removed: Repayment of debt
−Removed: Payment for redemption of convertible notes
−Removed: Refundable deposit paid to vendor
−Removed: Net cash (used in)/provided by financing activities
−Removed: Effect of exchange rate changes on cash and cash equivalents
−Removed: Net (decrease)/increase in cash and cash equivalents
−Removed: Cash and cash equivalents, beginning of period
−Removed: Cash and cash equivalents, end of period
−Removed: Supplemental disclosures of cash flow information
−Removed: Cash paid for taxes, net of refunds
−Removed: Cash paid for interest
−Removed: Supplemental disclosures of non-cash transactions
−Removed: Purchases of property and equipment in current liabilities
−Removed: Receipt of intangible assets from advance payments
−Removed: See accompanying notes to consolidated financial statements.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Organization and Summary of Significant Accounting Policies
−Removed: We are a leading worldwide developer and fabless supplier of premium mixed signal semiconductor solutions that enable people to engage with connected devices and data, engineering exceptional experiences throughout the home, at work, in the car and on the go.
−Removed: We provide our customers with sensing, processing, and connecting solutions, which represent the three foundational elements of the Internet of Things, or IoT.
−Removed: We supply connectivity, sensors, and AI-enhanced processor solutions to original equipment manufacturers, or OEMs, that design IoT products and devices for automobiles, enterprise workspace devices, virtual reality, smartphones, tablets, and notebook computers.
−Removed: Basis of Presentation and Principles of Consolidation
−Removed: Our fiscal year is the 52- or 53-week period ending on the last Saturday in June.
−Removed: Our fiscal 2024 is a 53-week period ending June 29, 2024, and our fiscal 2023 and 2022 were 52-week periods ending on June 24, 2023 and June 25, 2022, respectively.
−Removed: For simplicity, the accompanying consolidated financial statements have been shown as ending on calendar quarter end dates as of and for all periods presented, unless otherwise indicated.
−Removed: The consolidated financial statements are presented in accordance with U.S.
−Removed: generally accepted accounting principles, or U.S.
−Removed: GAAP, and include our financial statements and those of our wholly owned subsidiaries.
−Removed: All significant intercompany balances and transactions have been eliminated upon consolidation.
−Removed: Certain reclassifications have been made to the amounts for prior years in order to conform to the current year’s presentation.
−Removed: Use of Estimates
−Removed: The preparation of consolidated financial statements in conformity with U.S.
−Removed: GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities.
−Removed: On an ongoing basis, we evaluate our estimates, including those related to revenue, allowance for doubtful accounts, cost of revenue, inventories, loss on purchase commitments, product warranty, accrued liabilities, share-based compensation costs, provision for income taxes, deferred income tax asset, valuation allowances, uncertain tax positions, goodwill, intangible assets, investments, and loss contingencies.
−Removed: We base our estimates on historical experience, applicable laws and regulations, and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
−Removed: Actual results may differ from these estimates under different assumptions or conditions.
−Removed: Cash Equivalents and Investments
−Removed: Cash equivalents consist of highly liquid investments with original maturities of three months or less at the time of purchase.
−Removed: Our cash equivalents as of the end of fiscal 2024 and 2023 consisted of bank deposits and money market funds with a fair value of $ 876.9 million and $ 924.7 million, respectively.
−Removed: Short-Term Investments
−Removed: We classify our investments in debt securities as available-for-sale and record these investments at fair value.
−Removed: Investments with an original maturity of three months or less at the date of purchase are considered cash equivalents, while all other investments are classified as short-term based on management’s intent and ability to use the funds in current operations.
−Removed: Unrealized gains and losses are reported as a component of other comprehensive income (loss).
−Removed: Realized gains and losses are determined based on the specific identification method, and are reflected as interest and other expense, net, in our Consolidated Statements of Operations.
−Removed: We regularly review our investment portfolio to identify and evaluate investments that have indicators of possible impairment.
−Removed: Some of the factors we consider include, but are not limited to, the following:
−Removed: the length of time and extent a security’s fair value has been below its cost, the financial condition and near-term prospects of the investee, the credit quality of the security’s issuer, likelihood of recovery and our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in value.
−Removed: For our debt instruments, we also evaluate whether we have the intent to sell the security or it is more likely than not that we will be required to sell the security before recovery of its cost basis.
−Removed: Fair Value Measurements
−Removed: We apply fair value accounting for all financial assets and liabilities that are required to be recognized or disclosed at fair value in the Consolidated Financial Statements.
−Removed: Fair value is defined as the price that would be received from selling an
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
−Removed: When determining the fair value measurements for assets and liabilities, we consider the principal or most advantageous market in which we would transact, and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
−Removed: The carrying amounts reported in the consolidated financial statements approximate the fair value for cash, accounts receivable, accounts payable and accrued liabilities due to their short-term nature.
−Removed: Intangible assets, property and equipment, and goodwill are measured at fair value on a non-recurring basis if impairment is indicated.
−Removed: The interest rate on our term loan is variable, which is subject to change from time-to-time to reflect a market interest rate.
−Removed: Fair Value Measurements for additional information.
−Removed: Concentration of Credit Risk
−Removed: Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, investments, and accounts receivable.
−Removed: Our investment policy, which is predicated on capital preservation and liquidity, limits investments to U.S.
−Removed: government treasuries and agency issues, taxable securities, and municipal issued securities with a minimum rating of investment grade by the rating agencies.
−Removed: We sell our products to contract manufacturers that provide manufacturing services for OEMs, to some OEMs directly, and to distributors.
−Removed: We extend credit based on an evaluation of a customer’s financial condition, and we generally do not require collateral.
−Removed: The following customers accounted for more than 10% of our accounts receivable balance as of the end of fiscal 2024 and 2023:
−Removed: Other Concentrations
−Removed: Our products include certain components that are currently single sourced.
−Removed: We believe other vendors would be able to provide similar components, however, the qualification of such vendors may require additional lead time.
−Removed: In order to mitigate any potential adverse impact from a supply disruption, we strive to maintain an adequate supply of critical single-sourced components.
−Removed: Revenue Recognition
−Removed: Our revenue is primarily generated from the sale of ASIC chips, either directly to a customer or to a distributor.
−Removed: Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services.
−Removed: All of our revenue, except an inconsequential amount, is recognized at a point in time, either on shipment or delivery of the product, depending on customer terms and conditions.
−Removed: Non-product revenue is recognized over the same period of time such performance obligations are satisfied.
−Removed: We then select an appropriate method for measuring satisfaction of the performance obligations.
−Removed: Rights to our intellectual property, or IP, are either sold or licensed to customers.
−Removed: Revenue recognition from the licensing of our IP is dependent on the nature and terms of each agreement.
−Removed: We recognize revenue from the licensing of our IP upon delivery of the IP if there are no substantive future obligations to perform under the arrangement.
−Removed: Sales-based or usage-based royalties from the license of IP are recognized at the later of the period the sale or usage occurs, or the satisfaction of the performance obligation to which some or all of the sales-based or usage-based royalties have been allocated.
−Removed: Revenue from sales to distributors is recognized upon shipment of the product to the distributors (sell-in basis).
−Removed: Master sales agreements are in place with certain customers, and these agreements typically contain terms and conditions with respect to payment, delivery, warranty and supply.
−Removed: In the absence of a master sales agreement, we consider a customer's purchase order or our standard terms and conditions to be the contract with the customer.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: Our pricing terms are negotiated independently on a stand-alone basis.
−Removed: In determining the transaction price, we evaluate whether the price is subject to refund or adjustment to determine the net consideration which we expect to receive for the sale of such products.
−Removed: In limited situations, we make sales to certain customers under arrangements where we grant stock rotation rights, price protection and price allowances;
−Removed: variable consideration associated with these rights is expected to be inconsequential.
−Removed: These adjustments and incentives are accounted for as variable consideration, classified as other current liabilities under the revenue standard and are shown as customer obligations in other accrued liabilities on our consolidated balance sheets.
−Removed: We estimate the amount of variable consideration for such arrangements based on the expected value to be provided to customers, and we do not believe that there will be significant changes to our estimates of variable consideration.
−Removed: When incentives, stock rotation rights, price protection, volume discounts, or price allowances are applicable, they are estimated and recorded in the period the related revenue is recognized.
−Removed: Stock rotation reserves are based on historical return rates applied to distributor inventory subject to stock rotation rights and recorded as a reduction to revenue with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned and recorded as prepaid expenses and other current assets.
−Removed: In limited circumstances, we enter into volume-based tiered pricing arrangements, and we estimate total unit volumes under such arrangement to determine the expected transaction price for the units expected to be transferred.
−Removed: Such arrangements are accounted for as contract liabilities within other accrued liabilities.
−Removed: Sales returns liabilities are recorded as refund liabilities within other accrued liabilities.
−Removed: Our accounts receivable balance is from contracts with customers and represents our unconditional right to receive consideration from customers.
−Removed: Payments are generally due within three months of completion of the performance obligation and subsequent invoicing and, therefore, do not include significant financing components.
−Removed: There was $ 1.2 million of contract assets (i.e., unbilled accounts receivable, deferred commissions) recorded on the consolidated balance sheets as of June 2024, and $ 1.3 million as of June 2023.
−Removed: Contract assets are presented as part of prepaid expenses and other current assets.
−Removed: Contract liabilities and refund liabilities were $ 14.7 million and $ 43.5 million, respectively, as of June 2024, and $ 18.7 million and $ 39.8 million, respectively, as of June 2023.
−Removed: Both contract liabilities and refund liabilities are presented as part of customer obligations in other accrued liabilities on our consolidated balance sheets.
−Removed: During fiscal 2024 and 2023, we recognized $ 4.9 million and $ 21.9 million, respectively, in revenue related to contract liabilities outstanding as of the beginning of each such fiscal year.
−Removed: We invoice customers for each delivery upon shipment and recognize revenue in accordance with delivery terms.
−Removed: As of June 2024 , we did no t have any remaining unsatisfied performance obligations with an original duration greater than one year.
−Removed: Accordingly, under the optional exception provided by the ASC, we do not disclose revenues allocated to future performance obligations of partially completed contracts.
−Removed: We have elected to account for shipping and handling costs as fulfillment costs before the customer obtains control of the goods.
−Removed: We continue to classify shipping and handling costs as a cost of revenue.
−Removed: We have elected to continue to account for collection of all taxes on a net basis.
−Removed: We incur commission expense that is incremental to obtaining contracts with customers.
−Removed: Sales commissions (which are recorded in the selling, general and administrative expense line item in the consolidated statements of operations) are expensed when the product is shipped because such commissions are incurred after the product has been shipped.
−Removed: Revenue from contracts with customers disaggregated by geographic area based on customer location and groups of similar products is presented in Note 15 Segment, Customers, and Geographical Information.
−Removed: Advertising Costs
−Removed: Advertising costs, if any, are expensed when incurred.
−Removed: Allowance for Credit Losses
−Removed: We maintain allowances for expected credit losses resulting from the inability of customers to meet their financial obligations.
−Removed: On an ongoing basis, we evaluate the collectability of accounts receivable based on a combination of factors.
−Removed: In circumstances in which we are aware of a specific customer’s potential inability to meet its financial obligation, we record a specific reserve of the credit loss against amounts due.
−Removed: In addition, we make judgments and estimates on the collectability of accounts receivable based on our historical bad debt experience, customers’ creditworthiness, current economic trends, recent changes in customers’ payment trends, and deterioration in customers’ operating results or financial position.
−Removed: If circumstances change adversely, additional credit loss allowances may be required.
−Removed: At June 2024 and June 2023, the allowance for credit losses on our trade receivables was $ 4.2 million and $ 5.0 million, respectively.
−Removed: Cost of Revenue
−Removed: Our cost of revenue includes the cost of products shipped to our customers, which primarily includes the cost of products built to our specifications by our contract manufacturers, the cost of silicon wafers supplied by independent semiconductor
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: wafer manufacturers, and the related assembly, package, and test costs of our products.
−Removed: Also included in our cost of revenue are personnel and related costs, including share-based compensation for quality assurance and manufacturing support personnel;
−Removed: logistics costs;
−Removed: depreciation of equipment supporting manufacturing;
−Removed: acquired intangibles amortization;
−Removed: inventory fair value adjustments associated with acquired businesses;
−Removed: inventory write-downs and losses on purchase obligations;
−Removed: and warranty costs.
−Removed: Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value as of the end of fiscal 2024 and 2023, and consisted of the following (in millions):
−Removed: Raw materials and work-in-progress
−Removed: Finished goods
−Removed: Inventories are recorded at standard cost, which approximates actual cost computed on a first-in, first-out basis.
−Removed: We record a write-down, if necessary, to reduce the carrying value of inventory to its net realizable value.
−Removed: The effect of these write-downs is to establish a new cost basis in the related inventory, which we do not subsequently write-up.
−Removed: We also record a liability and charge to cost of revenue for estimated losses on inventory we are obligated to purchase from our contract manufacturers when such losses become probable from customer delays, order cancellations, or other factors.
−Removed: The following factors influence our estimates:
−Removed: changes to or cancellations of customer orders, unexpected or sudden decline in demand, rapid product improvements, technological advances, and termination or changes by our OEM customers of any product offerings incorporating our product solutions.
−Removed: Property and Equipment
−Removed: We state property and equipment at cost less accumulated depreciation and amortization.
−Removed: We compute depreciation using the straight-line method over the estimated useful lives of the assets.
−Removed: We amortize leasehold improvements over the shorter of the lease term or the estimated useful life of the asset.
−Removed: Foreign Currency
−Removed: dollar is our functional and reporting currency.
−Removed: We remeasure our monetary assets and liabilities not denominated in our functional currency into U.S.
−Removed: dollar equivalents at the rate of exchange in effect on the balance sheet date.
−Removed: We measure and record non-monetary balance sheet accounts at the historical rate in effect at the date of transaction.
−Removed: We remeasure foreign currency expenses at the weighted average exchange rate in the month that the transaction occurred.
−Removed: These foreign currency transactions and remeasurement gains and losses, resulted in a net gain of $ 0.7 million in fiscal 2024, a net loss of $ 2.3 million in fiscal 2023 and a net gain of $ 5.6 million in fiscal 2022 .
−Removed: Gains and losses resulting from foreign currency transactions are included in selling, general, and administrative expenses in the consolidated statements of operations.
−Removed: Goodwill represents the excess of the purchase price of an acquired business over the identifiable assets acquired and liabilities assumed.
−Removed: We test for impairment of goodwill on an annual basis in the fourth quarter and at any other time when events occur, or circumstances indicate that the carrying amount of goodwill may not be recoverable.
−Removed: We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test.
−Removed: The qualitative factors we assess include long-term prospects of our performance, share price trends and market capitalization, and Company specific events.
−Removed: Unanticipated events and circumstances may occur that affect the accuracy of our assumptions, estimates and judgments.
−Removed: If we determine that as a result of the qualitative assessment that it is more likely than not (i.e., greater than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, then the quantitative test is required.
−Removed: Otherwise, no further testing is required.
−Removed: The quantitative goodwill impairment test requires us to estimate the fair value of our reporting units.
−Removed: If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and we record an impairment loss equal to the excess of the carrying value of the reporting unit over its fair value, not to exceed the carrying amount of goodwill.
−Removed: The fair value of each of our goodwill reporting units is generally estimated using discounted cash flow methodologies.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: We performed the qualitative and quantitative goodwill impairment test in fiscal 2024 and 2023, respectively.
−Removed: Based on the impairment analysis performed in the fourth quarter of each year presented, no goodwill impairment was recognized.
−Removed: Intangible Assets
−Removed: Intangible assets consist primarily of intangible assets purchased through acquisitions.
−Removed: Finite-lived intangible assets are amortized for financial reporting purposes using the straight-line method over the estimated useful lives of the assets ranging from 1 to 6 years.
−Removed: Indefinite-lived intangible assets are not amortized but tested annually for impairment in the fourth quarter, or when events or changes in circumstances indicate that indefinite-lived intangible assets might be impaired.
−Removed: Impairment of Long-Lived Assets
−Removed: We evaluate long-lived assets, such as property and equipment and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
−Removed: We measure recoverability of assets to be held and used by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.
−Removed: We review the carrying value of indefinite-lived intangible assets for impairment at least annually during the last quarter of our fiscal year, or more frequently if we believe indicators of impairment exist.
−Removed: If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, we recognize an impairment charge in an amount by which the carrying amount of the asset exceeds the fair value of the asset.
−Removed: During fiscal 2024, we recorded a $ 16.0 million impairment charge on an indefinite-lived intangible asset.
−Removed: We determine if an arrangement is a lease at inception.
−Removed: Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
−Removed: Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives.
−Removed: Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.
−Removed: As our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments.
−Removed: Lease expense for these leases is recognized on a straight-line basis over the lease term.
−Removed: We have elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less.
−Removed: Lease cost for short-term leases is recognized on a straight-line basis over the lease term.
−Removed: Other Accrued Liabilities and Other Long-Term Liabilities
−Removed: As of the end of fiscal 2024 and 2023, other accrued liabilities consisted of the following (in millions):
−Removed: Customer obligations
−Removed: Inventory obligations
−Removed: As of the end of fiscal 2024 and 2023, other long-term accrued liabilities consisted of the following (in millions):
−Removed: Deferred tax liabilities
−Removed: Income taxes payable, long-term
−Removed: Share-Based Compensation
−Removed: We charge the estimated fair value less actual forfeitures to earnings on a straight-line basis over the vesting period of the entire underlying award, which is generally three or four years for our restricted stock units, or RSU, awards, three years
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: for our market stock units, or MSU, awards, three years for our performance stock units, or PSU, awards, and up to one year for shares purchased under our 2019 employee stock purchase plan.
−Removed: We estimate the fair value of market-based MSUs at the date of grant using a Monte Carlo simulation model and amortize those fair values over the requisite service period, which is generally three years .
−Removed: The Monte Carlo simulation model that we use to estimate the fair value of market-based MSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied.
−Removed: Provided that the requisite service is rendered, the total fair value of the market-based MSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved.
−Removed: However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria.
−Removed: We value PSUs using the aggregate intrinsic value on the grant date and amortize the compensation expense over the three-year service period on a ratable basis, dependent upon the probability of meeting the performance measures.
−Removed: We recognize compensation expense for phantom stock units on a straight-line basis for each tranche of each award based on the average closing price of our common stock over the thirty calendar days ended prior to each balance sheet date.
−Removed: As our phantom stock is a cash-settled award, it is recorded as a liability and remeasured each reporting period.
−Removed: We account for income taxes under the asset and liability method.
−Removed: We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards.
−Removed: We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
−Removed: We recognize the effect of a change in tax rates in income on deferred tax assets and liabilities in the period that includes the enactment date.
−Removed: We establish valuation allowances when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized.
−Removed: We use a two-step approach to recognizing and measuring uncertain tax positions.
−Removed: The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes.
−Removed: The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement with a taxing authority.
−Removed: The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of highly complex tax laws.
−Removed: Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our consolidated financial position, results of operations, and cash flows.
−Removed: We believe we have adequately provided for reasonably foreseeable outcomes in connection with the resolution of income tax uncertainties.
−Removed: However, our results have in the past, and could in the future, include favorable and unfavorable adjustments to our estimated tax liabilities in the period a determination of such estimated tax liability is made or resolved, upon the filing of an amended return, upon a change in facts, circumstances, or interpretation, or upon the expiration of a statute of limitation.
−Removed: Accordingly, our effective tax rate could fluctuate materially from period to period.
−Removed: Product Warranty
−Removed: We generally provide warranties to cover defects in workmanship, materials and manufacturing for a period of twelve months to meet the stated functionality as agreed to in each sales arrangement.
−Removed: Products are tested against specified functionality requirements prior to delivery, but we nevertheless from time-to-time experience claims under our warranty guarantees.
−Removed: These standard warranties are assurance type warranties and do not offer any services in addition to the assurance that the product will continue working as specified.
−Removed: Therefore, warranties are not considered separate performance obligations in the arrangement.
−Removed: We accrue for estimated warranty costs under those guarantees based upon historical experience, and for specific items, at the time their existence is known, and the amounts are determinable.
−Removed: In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business.
−Removed: Each business combination is then accounted for by applying the acquisition method.
−Removed: If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition.
−Removed: Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity.
−Removed: We capitalize acquisition-related costs and fees associated with asset acquisitions and immediately expense acquisition-related costs and fees associated with business combinations.
−Removed: We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values.
−Removed: The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.
−Removed: When determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships and acquired developed technology and discount rates.
−Removed: Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates.
−Removed: Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.
−Removed: Any change in facts and circumstances that existed as of the acquisition date and impacts our preliminary estimates is recorded to goodwill if identified within the measurement period.
−Removed: Any adjustments subsequent to the measurement period or our final determination of fair value of assets and liabilities, will be charged to earnings.
−Removed: Research and Development
−Removed: Research and development costs are expensed as incurred.
−Removed: Accounting Pronouncements Issued But Not Yet Adopted
−Removed: In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
−Removed: 2023-07, “Segment Reporting:
−Removed: Improvements to Reportable Segment Disclosures.” This guidance requires disclosure of incremental segment information on an annual and interim basis.
−Removed: This amendment is effective for our fiscal year ending June 2025 and our interim periods within the fiscal year ending June 2026.
−Removed: We are currently assessing the impact of this guidance on our disclosures.
−Removed: In December 2023, the FASB issued ASU No.
−Removed: 2023-09, “Income Taxes:
−Removed: Improvements to Income Tax Disclosures.” This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction.
−Removed: This amendment is effective for our fiscal year ending June 2026.
−Removed: We are currently assessing the impact of this guidance on our disclosures.
−Removed: Net Income Per Share
−Removed: The computation of basic and diluted net income per share for fiscal 2024, 2023, and 2022 was as follows (in millions, except per share amounts):
−Removed: Shares, basic
−Removed: Effect of dilutive share-based awards and convertible notes
−Removed: Shares, diluted
−Removed: Net income per share:
−Removed: Diluted net income per share does not include the effect of potential common shares related to certain share-based awards for fiscal 2024, 2023, and 2022 as follows (in millions):
−Removed: Share-based awards
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: These share-based awards were not included in the computation of diluted net income per share because the proceeds received, if any, from such share-based awards combined with the average unamortized compensation costs, were greater than the average market price of our common stock, and therefore, their effect would have been antidilutive.
−Removed: Our basic net income per share amounts for each period presented have been computed using the weighted average number of shares of common stock outstanding.
−Removed: Our diluted net income per share amounts for each period presented include the weighted average effect of potentially dilutive shares.
−Removed: We used the “treasury stock” method to determine the dilutive effect of outstanding share-based awards and convertible notes.
−Removed: Property and Equipment
−Removed: Property and equipment as of the end of fiscal 2024 and 2023 consisted of the following (in millions):
−Removed: Computer equipment
−Removed: Manufacturing equipment
−Removed: Furniture, fixtures, and leasehold improvements
−Removed: Capitalized software
−Removed: Construction in progress
−Removed: Up to 5 years
−Removed: Accumulated depreciation and amortization
−Removed: Property and equipment, net
−Removed: Our construction in progress primarily includes machinery and equipment that we expect to place in service in the next 12 months.
−Removed: Asset Acquisition
−Removed: During the first quarter of fiscal 2024, we entered into an amendment to our wireless license agreement with Avago Tech nologies (“Broadcom”), to license four developed technology products and to extend the exclusivity period of certain developed technologies that were previously licensed from Broadcom in July 2020 for an aggregate consideration of $ 130.0 million.
−Removed: As of June 2024, we have obtained control of three of the four technology products and the three-year extension period to exclusively license previously acquired developed technology intangible assets.
−Removed: Accordingly, the relative fair value of $ 87.5 million for those technology products is presented as acquired intangible assets in our consolidated balance sheets.
−Removed: The fair value of the remaining technology product of $ 42.5 million for which we have not yet obtained control is an advance payment on intangible assets and is presented within other long-term assets in our consolidated balance sheets.
−Removed: During the third quarter of fiscal 2023, we completed the acquisition of certain developed technology intangible assets from Broadcom for an aggregate consideration of $ 30.0 million, which was paid in cash in the previous fiscal year.
−Removed: This transaction did not meet the definition of a business combination as substantially all of the fair value of the gross assets acquired was concentrated in the finite-lived developed technology intangible asset.
−Removed: As a result, this transaction was accounted for as an asset acquisition and the total purchase consideration was allocated to intangible assets, amortized over an estimated useful life of six years.
−Removed: Emza Visual Sense, Ltd.
−Removed: On October 25, 2022 , we acquired all of the outstanding shares of Emza Visual Sense, Ltd.
−Removed: , or Emza, a developer of ultra-low-power artificial intelligence visual sensing solutions , for total purchase consideration of $ 15.8 million.
−Removed: The purchase price was attributed to $ 0.3 million cash acquired, $ 8.0 million of intangible assets, $ 9.8 million of goodwill and $ 2.3 million net liabilities assumed.
−Removed: Goodwill recognized from the acquisition of Emza is not deductible for income tax purposes.
−Removed: Pro forma results of operations for this acquisition have not been presented because they are not material to our consolidated results of operations, either individually or in the aggregate.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: Cash, Cash Equivalents and Short-Term Investments
−Removed: The following table summarizes our cash, cash equivalents and short-term investments by category as of June 2024 and June 2023 (in millions):
−Removed: We use the specific-identification method to determine any realized gains or losses from the sale of our short-term investments classified as available-for-sale.
−Removed: Amortized Cost
−Removed: Gross unrealized loss
−Removed: Amortized Cost
−Removed: Gross unrealized loss
−Removed: Cash equivalents:
−Removed: Money market funds
−Removed: Treasury bills
−Removed: Certificates of deposit
−Removed: Total cash and cash equivalents
−Removed: Short-term investments:
−Removed: Certificates of deposit
−Removed: Corporate debt securities
−Removed: Municipal bonds
−Removed: Total short-term investments
−Removed: The following table classifies our short-term investments by contractual maturities ( in millions ):
−Removed: Amortized cost
−Removed: Amortized cost
−Removed: Due within 1 year
−Removed: Due between 1 and 5 years
−Removed: All available-for-sale securities have been classified as current, based on management's intent and ability to use the funds in current operations.
−Removed: Fair Value Measurements
−Removed: We determine fair value based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
−Removed: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
−Removed: The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability.
−Removed: The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement.
−Removed: The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value :
−Removed: • Level 1 – Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.
−Removed: • Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.
−Removed: • Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurements.
−Removed: Our Level 1 financial instruments are traded in active markets, and the fair value is based on quoted market prices for identical instruments.
−Removed: The fair value of our Level 2 fixed income securities is obtained from an independent pricing service, which may use quoted market prices for identical or comparable instruments or model driven valuations using observable
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: market data or inputs corroborated by observable market data.
−Removed: Our marketable securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models.
−Removed: At the end of June 2024 and 2023, financial assets measured at fair value on a recurring basis are summarized below (in millions):
−Removed: Cash equivalents:
−Removed: Money market funds
−Removed: Treasury bills
−Removed: Certificates of deposit
−Removed: Short-term investments:
−Removed: Certificates of deposit
−Removed: Corporate debt securities
−Removed: Municipal bonds
−Removed: The above table excludes $ 238.4 million and $ 853.9 million of cash held in our bank accounts at the end of June 2024 and 2023, respectively.
−Removed: We did not have any financial instruments measured at fair value on a recurring basis within Level 3 fair value during fiscal 2024 and 2023 and there were no transfers in or out of our Level 1 or 2 assets during the same periods.
−Removed: Financial Instruments Not Recorded at Fair Value on a Recurring Basis
−Removed: We report our financial instruments at fair value with the exception of the Senior Debt and Term Loan, see Note 8.
−Removed: The estimated fair value of the notes was determined based on the trading price of the notes as of the last day of trading for the period.
−Removed: We consider the fair value of the notes to be a Level 2 measurement as they are not actively traded in markets.
−Removed: The carrying amounts and estimated fair values of the Senior Notes and Term Debt are as follows for the periods presented (in millions):
−Removed: Carrying Amount
−Removed: Estimated Fair Value
−Removed: Carrying Amount
−Removed: Estimated Fair Value
−Removed: Senior Notes due 2029
−Removed: Term Loan Facility due 2028
−Removed: Goodwill and Acquired Intangible Assets
−Removed: The following table presents our goodwill balance as of June 2024 and June 2023 (in millions):
−Removed: Beginning balance
−Removed: Acquisition activity
−Removed: Ending balance
−Removed: The following table summarizes the life, the gross carrying value of our acquired intangible assets, and the related accumulated amortization as of the end of fiscal 2024 and 2023 (in millions):
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: Weighted Average
−Removed: Life in Years
−Removed: Gross Carrying
−Removed: Gross Carrying
−Removed: Audio and video technology
−Removed: Customer relationships
−Removed: Wireless connectivity technology
−Removed: Video interface technology
−Removed: Human presence detection technology
−Removed: Licensed technology and other
−Removed: In process research and development
−Removed: Not applicable
−Removed: Acquired intangibles totals
−Removed: During fiscal 2024, we retired $ 4.4 million of fully amortized patents that reached the end or their useful life.
−Removed: During fiscal 2023, we retired $ 20.4 million of fully amortized display driver technology.
−Removed: Amortization expense is calculated using the straight-line method over the estimated useful lives of the acquired intangibles.
−Removed: The total amortization expense for the acquired intangible assets was $ 81.6 million in fiscal 2024, $ 130.4 million in fiscal 2023, and $ 123.5 million in fiscal 2022.
−Removed: This amortization expense was included in our consolidated statements of operations as acquired intangibles amortization and cost of revenue.
−Removed: The following table presents expected annual aggregate amortization expense in future fiscal years (in millions):
−Removed: Future amortization
−Removed: Impairment of indefinite-lived intangible asset
−Removed: During fiscal 2024, we recorded an indefinite-lived intangible asset impairment charge of $ 16.0 million on our in-process research and development, or IPR&D, from our December 2021 acquisition of DSPG.
−Removed: We recorded the impairment charge as an operating expense in our consolidated statement of operations.
−Removed: We recorded the impairment charge due to a lack of commitment from certain key customers, no anticipated customer migration to the IPR&D technologies acquired from DSPG, and no further development or investment planned for this project.
−Removed: On March 11, 2021, we completed an offering of $ 400.0 million aggregate principal amount of 4.0% senior notes due 2029, or the Senior Notes, in a private offering.
−Removed: The Senior Notes were issued pursuant to an indenture, dated as of March 11, 2021, or the Indenture, by and among our company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee.
−Removed: The Indenture provides that the Senior Notes will bear interest at a rate of 4.0 % per annum, payable in cash semi-annually in arrears on December 15 and June 15 of each year, commencing on June 15, 2021.
−Removed: The Senior Notes will mature on June 15,
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: 2029 and are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our current and future domestic restricted subsidiaries that guarantee our obligations under our senior secured credit facilities.
−Removed: On or after June 15, 2024, we may redeem some or all of the Senior Notes at the redemption prices specified below, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date:
−Removed: 2026 and thereafter
−Removed: The Senior Notes are the general unsecured obligations of our company.
−Removed: The Senior Note guarantees are the senior unsecured obligations of each guarantor.
−Removed: Under certain circumstances, the guarantors may be released from their Senior Note guarantees without consent of the holders of Senior Notes.
−Removed: Under the terms of the Indenture, the Senior Notes rank equally in right of payment with all of our and the guarantors’ existing and future senior indebtedness, and rank contractually senior in right of payment to our and the guarantors’ future indebtedness and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes.
−Removed: The Senior Notes are effectively subordinated to our and the guarantors’ existing and future secured indebtedness, including secured indebtedness under our senior secured credit facilities, to the extent of the value of the assets securing such indebtedness.
−Removed: The Senior Notes and guarantees are structurally subordinated to all existing and future indebtedness and liabilities (including trade payables) of our subsidiaries that do not guarantee the Senior Notes.
−Removed: The Indenture contains covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our Restricted Subsidiaries (as defined in the Indenture) to (i) incur additional indebtedness and guarantee indebtedness;
−Removed: (ii) pay dividends or make other distributions or repurchase or redeem our company’s or any parent’s capital stock;
−Removed: (iii) prepay, redeem or repurchase certain indebtedness;
−Removed: (iv) issue certain preferred stock or similar equity securities;
−Removed: (v) make loans and investments;
−Removed: (vi) dispose of assets;
−Removed: (vii) incur liens;
−Removed: (viii) enter into transactions with affiliates;
−Removed: (ix) enter into agreements restricting its subsidiaries’ ability to pay dividends;
−Removed: and (x) consolidate, merge or sell all, or substantially all, of its assets.
−Removed: The Indenture contains customary events of default including, without limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, and failure to pay certain judgments.
−Removed: An event of default under the Indenture will allow either the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the maturity of the principal, and accrued and unpaid interest, if any, on all outstanding Notes.
−Removed: Debt issuance costs relating to the Senior Notes of $ 5.7 million, netted against the debt amount on the consolidated balance sheet, are amortized as interest expense using the effective interest method through the maturity date.
−Removed: The total interest expense and amortization of the debt issuance costs recorded on the Senior Notes during the fiscal year ended June 2024 and 2023 was $ 16.7 million and $ 16.6 million, respectively.
−Removed: Revolving Credit Facility
−Removed: On March 16, 2023, we entered into a Second Amendment, or the Second Amendment, and on July 28, 2023, we entered into a Third Amendment, or the Third Amendment, to our Second Amended and Restated Credit Agreement, as amended, the Credit Agreement, with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, dated March 11, 2021.
−Removed: The Second Amendment replaces the LIBOR-based interest rate applicable to borrowings under the Credit Agreement with a SOFR-based interest rate, and the Third Amendment provides that the consolidated interest coverage ratio financial covenant only applies if, as of the last day of any fiscal quarter, our aggregate cash and cash equivalents balance is less than $ 450 million.
−Removed: The Credit Agreement provides for a revolving credit facility in a principal amount of up to $ 250 million, which includes a $ 20 million sublimit for letters of credit and a $ 25 million sublimit for swingline loans.
−Removed: Under the terms of the Credit Agreement, we may, subject to the satisfaction of certain conditions, request increases in the revolving credit facility commitments in an aggregate principal amount of up to $ 150 million to the extent existing or new lenders agree to provide such increased or additional commitments, as applicable.
−Removed: Future proceeds under the revolving credit facility are available for working capital and general corporate purposes.
−Removed: As of June 2024 , there was no balance outstanding under the revolving credit facility.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: Borrowings under the revolving credit facility are required to be repaid in full by March 11, 2026 .
−Removed: Debt issuance costs relating to the revolving credit facility of $ 1.6 million, included in non-current other assets on our consolidated balance sheet, are being amortized over 60 months .
−Removed: Our obligations under the Credit Agreement are guaranteed by the material domestic subsidiaries of our company, subject to certain exceptions, who collectively with our company are referred to as the Credit Parties.
−Removed: The obligations of the Credit Parties under the Amended Credit Agreement and the other loan documents delivered in connection therewith are secured by a first priority security interest in substantially all of the existing and future personal property of the Credit Parties, including, without limitation, 65 % of the voting capital stock and 100 % of the non-voting capital stock of certain of the Credit Parties’ direct foreign subsidiaries, subject to certain exceptions.
−Removed: The Credit Agreement bears interest, at our election, of a Base Rate plus an Applicable Margin or Adjusted Term SOFR, as defined in the Second Amendment, plus an Applicable Margin.
−Removed: Swingline loans bear interest at a Base Rate plus an Applicable Margin.
−Removed: The Base Rate is a floating rate that is the greater of the Prime Rate, the Federal Funds Rate plus 50 basis points, or Adjusted Term SOFR plus 100 basis points.
−Removed: The Applicable Margin is based on a sliding scale which ranges from 25 to 100 basis points for Base Rate loans and 100 basis points to 175 basis points for Adjusted Term SOFR loans.
−Removed: We are required to pay a commitment fee on any unused commitments under the Credit Agreement which is determined on a leverage-based sliding scale ranging from 0.175 % to 0.25 % per annum.
−Removed: Interest and fees are payable on a quarterly basis.
−Removed: Under the Credit Agreement, there are various restrictive covenants, including two financial covenants which limit the consolidated total leverage ratio, or leverage ratio, the consolidated interest coverage ratio, or interest coverage ratio, which after the Third Amendment, only applies if our cash and cash equivalents balance is less than $ 450 million as of the last day of any fiscal quarter.
−Removed: The leverage ratio is the ratio of net debt as of the measurement date to Consolidated EBITDA, for the four consecutive quarters ending with the quarter of measurement.
−Removed: The current leverage ratio shall not exceed 3.75 to 1.00 provided that for the four fiscal quarters ending after the date of a material acquisition, such maximum leverage ratio shall be adjusted to 4.25 to 1.00, and thereafter 3.75 to 1.0.
−Removed: The interest coverage ratio is Consolidated EBITDA to interest expense for the four consecutive quarters ending with the quarter of measurement.
−Removed: If our quarter-end cash and cash equivalents balance is less than $ 450.0 million, the interest coverage ratio must not be less than 3.50 to 1.0 as of the date of determination.
−Removed: As of the end of the quarter, we remain in compliance with the restrictive covenants.
−Removed: Term Loan Facility
−Removed: On December 2, 2021, we entered into that certain First Amendment and Lender Joinder Agreement to the Credit Agreement, to, among other things, establish a new $ 600.0 million incremental term loan facility, or the Term Loan Facility.
−Removed: The Term Loan Facility was advanced by certain existing and new lenders under the Credit Agreement to finance the DSPG acquisition.
−Removed: The Term Loan Facility matures on December 2, 2028 .
−Removed: Principal on the Term Loan Facility is payable in equal quarterly installments on the last day of each March, June, September and December of each year, beginning December 31, 2021, at a rate of 1.00 % per annum.
−Removed: Borrowings under the Term Loan Facility accrue interest at the SOFR, plus 2.25 %, or at the Base Rate plus 1.25 %, subject to a 25 basis point step-down based on total gross leverage, and subject to an Adjusted Term SOFR floor of 50 basis points.
−Removed: The base rate is the highest of (i) the Federal Funds Rate plus 0.50 %, (ii) the Prime Rate and (iii) the one-month Adjusted Term SOFR plus 1.00 %.
−Removed: The Term Loan Facility contains customary representations and warranties, affirmative and negative covenants and events of default, in each case consistent with the Credit Agreement.
−Removed: The Term Loan Facility does not contain any financial covenants.
−Removed: The Term Loan Facility is subject to a 1.00% prepayment premium in the event all or any portion of the Term Loan Facility is prepaid within the first 6 months in connection with a repricing transaction only.
−Removed: The Term Loan Facility is subject to customary mandatory prepayments, including an excess cash flow sweep, subject to customary step-downs and thresholds.
−Removed: Debt issuance costs relating to the Term Loan Facility of $ 11.2 million, netted against the debt amount on the consolidated balance sheet, are amortized as interest expense through the maturity date.
−Removed: The total interest expense and amortization of the debt issuance costs recorded on the Term Loan Facility during fiscal 2024 and 2023 was $ 47.8 million and $ 37.9 million, respectively.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: The following table presents the future principal payments related to our Senior Notes and Term Loan Facility in future fiscal years (in millions):
−Removed: Term Loan Facility
−Removed: As of the end of fiscal 2024 and 2023, our total debt is presented in our consolidated balance sheet as follows (in millions):
−Removed: Issuance costs
−Removed: Total debt, net of issuance costs
−Removed: Issuance costs
−Removed: Total debt, net of issuance costs
−Removed: Current portion of long-term debt
−Removed: Long-term debt
−Removed: Convertible Debt
−Removed: On June 1, 2021, pursuant to the Indenture, dated as of June 26, 2017 between us and Wells Fargo Bank, National Asso ciation, as trustee, or the Convertible Notes Indenture, we provided an irrevocable notice of redemption, for all $ 525,000,000 aggregate principal amount of our outstanding 0.50% convertible senior notes due in 2022, or the Convertible Notes.
−Removed: The Convertible Notes were redeemable at a cash redemption price of 100.0 % of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date of August 4, 2021.
−Removed: Holders of the Convertible Notes had the right to convert the Convertible Notes called for redemption no later than August 3, 2021, or the Conversion Deadline.
−Removed: The conversion rate was equal to 13.7267 shares per $ 1,000 principal amount of the Convertible Notes, which was the initial conversion rate of 13.6947 shares per $1,000 principal amount of the Convertible Notes plus a number of additional shares equal to 0.0320 shares per $1,000 principal amount of the Convertible Notes.
−Removed: We elected to settle any conversions by Combination Settlement (as defined in the Convertible Notes Indenture) with a Specified Dollar Amount (as defined in the Convertible Notes Indenture) per $1,000 principal amount of Convertible Notes equal to $1,000, plus a number of shares of our common stock, to be determined pursuant to the Convertible Notes Indenture, together with additional cash, if applicable, in lieu of delivering any fractional shares of common stock.
−Removed: As a result of this election, on August 4, 2021, we settled or redeemed the remaining outstanding Convertible Notes for $ 505.6 million in cash representing the principal amount outstanding and delivered approximately 3.5 million shares in common stock from our treasury stock for additional amounts, resulting in a loss of approximately $ 8.1 million which is included in Interest and other expense, net on our consolidated statements of operations included elsewhere in this report.
−Removed: Our leases primarily include our headquarters office and worldwide office and research and development facilities which are all classified as operating leases.
−Removed: Certain leases include renewal options that are under our discretion.
−Removed: The leases expire at various dates through fiscal 2034 , some of which include options to extend the lease for up to seven years .
−Removed: During fiscal 2024
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: and 2023, we recorded approximately $ 11.8 million and $ 12.0 million of operating leases expense, respectively.
−Removed: Our short-term leases are immaterial and we do not have finance leases.
−Removed: As of the end of fiscal 2024 and 2023, the components of leases are as follows (in millions):
−Removed: Operating lease right-of-use assets
−Removed: Operating lease liabilities
−Removed: Operating lease liabilities, long-term
−Removed: Total operating lease liabilities
−Removed: Supplemental cash flow information related to leases is as follows (in millions):
−Removed: Cash paid for operating leases included in operating cash flows
−Removed: Supplemental non-cash information related to lease liabilities arising from obtaining right-of-use assets
−Removed: As of the end of fiscal 2024, the weighted average remaining lease term was 6.49 years, and the weighted average discount rate was 5.34 % .
−Removed: Future minimum lease payments for the operating lease liabilities are as follows (in millions):
−Removed: Total future minimum operating lease payments
−Removed: Total lease liabilities
−Removed: Sale and Leaseback Transaction
−Removed: On February 8, 2022, we executed a sale and leaseback transaction of our properties located at 1109-1251 McKay Drive and 1140-1150 Ringwood Court, San Jose, California, for a purchase price, net of closing and other expenses payable by us, of $ 55.9 million.
−Removed: Concurrent with the sale, we entered into a lease agreement with the buyer to lease back the land and properties located at 1109 and 1151 McKay Drive, San Jose, California, for an initial term of 12 years and a renewal option for an additional seven years .
−Removed: The transaction qualified for sale and leaseback and operating lease accounting classification, and we recorded a gain of $ 5.4 million which is recorded in the gain on sale and leaseback transaction line in the consolidated statements of operations.
−Removed: Indemnifications and Contingencies
−Removed: Indemnifications
−Removed: In connection with certain agreements, we are obligated to indemnify the counterparty against third party claims alleging infringement of certain intellectual property rights by us.
−Removed: We have also entered into indemnification agreements with our officers and directors.
−Removed: Maximum potential future payments under these agreements cannot be estimated because these agreements generally do not have a maximum stated liability.
−Removed: However, historical costs related to these indemnification
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: provisions have not been significant.
−Removed: We have not recorded any liability in our consolidated financial statements for such indemnification obligations.
−Removed: Contingencies
−Removed: We have in the past, and may in the future, receive notices from third parties that claim our products infringe their intellectual property rights.
−Removed: We cannot be certain that our technologies and products do not, and will not, infringe issued patents or other proprietary rights of third parties.
−Removed: Any infringement claims, with or without merit, could result in significant litigation costs and diversion of management and financial resources, including the payment of damages, which could have a material adverse effect on our business, financial condition, and results of operations.
−Removed: Legal Proceedings
−Removed: From time to time, we are subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business.
−Removed: While we currently believe that resolving claims against us, individually or in the aggregate, will not have a material adverse impact on our business, financial condition, or results of operations, these matters are subject to inherent uncertainties and our view of these matters may change in the future.
−Removed: We accrue for loss contingencies when it is both probable that we will incur the loss and we can reasonably estimate the amount of the loss or range of loss.
−Removed: Stockholders’ Equity
−Removed: Preferred Stock
−Removed: We are authorized, subject to limitations imposed by Delaware law, to issue up to a total of 10,000,000 shares of preferred stock in one or more series without stockholder approval.
−Removed: Our Board of Directors has the power to establish, from time-to-time, the number of shares to be included in each series and to fix the rights, preferences, and privileges of the shares of each wholly unissued series and any of its qualifications, limitations, or restrictions.
−Removed: Our Board of Directors can also increase or decrease the number of shares of a series, but not below the number of shares of that series then outstanding, without any further vote or action by the stockholders.
−Removed: Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could harm the voting power or other rights of the holders of our common stock.
−Removed: The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in control of our company and might harm the market price of our common stock and the voting power and other rights of the holders of our common stock.
−Removed: As of the end of fiscal 2024 , there were no shares of preferred stock outstanding.
−Removed: Shares Reserved for Future Issuance
−Removed: Shares of common stock reserved for future issuance as of the end of fiscal 2024 were as follows:
−Removed: Restricted stock units outstanding
−Removed: Market stock units outstanding
−Removed: Performance stock units outstanding
−Removed: Awards available for grant under all share-based
−Removed: compensation plans
−Removed: Reserved for future issuance
−Removed: Treasury Stock
−Removed: Our cumulative authorization of repurchases under our common stock repurchase program as of the end of fiscal 2024 was $ 2.3 billion expiring July 2025 .
−Removed: The program authorizes us to repurchase our common stock in the open market or in privately negotiated transactions depending upon market conditions and other factors.
−Removed: The number of shares repurchased and the timing of repurchases is based on the level of our cash balances, general business and market conditions, and other factors, including alternative investment opportunities.
−Removed: Common stock repurchased under this program is held as treasury stock.
−Removed: As of the end of fiscal 2024, we had $ 893.9 million of common stock remaining to be repurchased under our common stock repurchase program.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: Share-Based Compensation
−Removed: The purpose of our various share-based compensation plans is to attract, motivate, retain, and reward high-quality employees, directors, and consultants by enabling such persons to acquire or increase their proprietary interest in our common stock in order to strengthen the mutuality of interests between such persons and our stockholders and to provide such persons with annual and long-term performance incentives to focus their best efforts on the creation of stockholder value.
−Removed: Consequently, we determine whether to grant share-based compensatory awards subsequent to the initial award for our employees and consultants primarily on individual performance.
−Removed: Share-Based Compensation Plans
−Removed: On October 29, 2019, our stockholders approved:
−Removed: (i) our 2019 Equity and Incentive Compensation Plan, or the 2019 Incentive Plan, to replace our Amended and Restated 2010 Incentive Compensation Plan, or the 2010 Incentive Plan, and (ii) our 2019 Employee Stock Purchase Plan, or the 2019 ESPP, to replace our Amended and Restated 2010 Employee Stock Purchase Plan, or our 2010 ESPP.
−Removed: Upon approval of the 2019 Incentive Plan, new awards are no longer issued under the 2010 Incentive Plan.
−Removed: Awards outstanding as of October 29, 2019 under our prior share-based compensation plans were not impacted by the approval of the 2019 Incentive Plan and continue to remain outstanding and vest by their terms under the applicable share-based compensation plan.
−Removed: Shares underlying certain share-based awards forfeited under the 2010 Incentive Plan subsequent to the approval of the 2019 Incentive Plan automatically transfer to and become available for award issuance from the 2019 Incentive Plan.
−Removed: The 2019 Incentive Plan authorizes our Board of Directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock units, cash incentive awards, performance shares, performance stock units, and other stock-based awards.
−Removed: The cumulative number of shares approved under the 2019 Incentive Plan was 6,188,000 .
−Removed: The 2019 ESPP authorizes us to provide eligible employees with an opportunity to acquire an equity interest in our company through the purchase of stock at a discount, with an initial authorization of 1,500,000 shares.
−Removed: Effective August 19, 2019, we adopted the 2019 Inducement Equity Plan.
−Removed: 650,000 shares of our common stock have been reserved for issuance under the 2019 Inducement Equity Plan, subject to adjustment for stock dividends, stock splits, or other changes in our common stock or capital structure.
−Removed: The 2019 Inducement Equity Plan is intended to comply with Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules, which provide an exception to the Nasdaq Stock Market Listing Rules’ on the shareholder approval requirement for the issuance of securities with regards to grants to employees of the company or its subsidiaries as an inducement material to such individuals entering into employment with the company or its subsidiaries.
−Removed: An individual was eligible to receive an award under the 2019 Inducement Equity Plan only if he or she was not previously an employee or director of our company (or is returning to work after a bona-fide period of non-employment), and an award under the 2019 Inducement Equity Plan is a material inducement for him or her to accept employment with our company.
−Removed: As a result of approval by our stockholders of our amended and restated 2019 Incentive Plan on October 27, 2020, no new awards will be granted under the 2019 Inducement Equity Plan.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: Share-based compensation awards available for grant or issuance have been adjusted for outstanding awards for which the performance period is complete.
−Removed: Awards available for grant or issuance for each plan, as of the beginning of the fiscal year, including changes in the balance of awards available for grant for fiscal 2024, were as follows:
−Removed: Replacement Award
−Removed: Balance at June 2023
−Removed: Additional shares authorized
−Removed: Restricted stock units granted
−Removed: Market stock units granted
−Removed: Performance stock units granted
−Removed: Performance stock units performance adjustment
−Removed: Market stock units performance adjustment
−Removed: Purchases under employee stock purchase plan
−Removed: Plan shares no longer available for new grants
−Removed: Balance at June 2024
−Removed: Share-based compensation and the related tax benefit for our stock-based awards and our cash settled phantom stock units, which we granted in October 2019 (see Phantom Stock Units below) recognized in our consolidated statements of income for fiscal 2024, 2023, and 2022 were as follows (in millions):
−Removed: Stock-based awards
−Removed: Phantom Stock Units
−Removed: Stock-based awards
−Removed: Phantom Stock Units
−Removed: Stock-based awards
−Removed: Phantom Stock Units
−Removed: Cost of revenue
−Removed: Research and development
−Removed: Selling, general, and administrative
−Removed: Income tax benefit on share-based compensation
−Removed: We recognize a tax benefit upon expensing certain share-based awards associated with our share-based compensation plans, including RSUs, market stock units, or MSUs, PSUs, and phantom stock units.
−Removed: We do not recognize a tax benefit upon expensing all or a portion of share-based awards granted to certain executive officers and certain foreign-based employees.
−Removed: We compare the actual tax benefit associated with the tax deduction from share-based award activity to the hypothetical tax benefit based on the grant date fair values of the corresponding share-based awards.
−Removed: Tax benefit associated with excess tax deduction creditable to our income tax provision is recognized when incurred.
−Removed: Tax deficiency associated with a tax deduction shortfall is debited to our income tax provision when incurred.
−Removed: Historically, we have issued new shares in connection with our share-based compensation plans, however, treasury shares are also available for issuance.
−Removed: Any additional shares repurchased under our common stock repurchase program will be available for issuance under our share-based compensation plans.
−Removed: Stock Options
−Removed: Our share-based compensation plans with outstanding stock option awards include our 2010 Incentive Plan.
−Removed: Under our 2010 Incentive Plan, we were able to grant incentive stock options or nonqualified stock options to purchase shares of our
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: common stock at not less than 100 % of the fair market value, or FMV, on the date of grant.
−Removed: We ceased granting stock options in fiscal 2018.
−Removed: Options granted under our 2010 Incentive Plan generally vested three to four years from the vesting commencement date and expired seven years after the date of grant if not exercised.
−Removed: Certain stock option activity for fiscal 2024 and balances as of the end of fiscal 2024 were as follows:
−Removed: (In millions)
−Removed: Balance as of June 2023
−Removed: Balance as of June 2024
−Removed: Cash received and the aggregate intrinsic value of stock options exercised for fiscal 2024, 2023, and 2022 were as follows (in millions):
−Removed: Cash received
−Removed: Aggregate intrinsic value
−Removed: There was no unrecognized share-based compensation costs for stock options granted under our various plans.
−Removed: Restricted Stock Units
−Removed: Our 2019 Incentive Plan provides for the grant of RSUs to our employees, consultants, and directors, and previously our 2019 Inducement Equity Plan and our 2010 Incentive Plan provided for the grant of deferred stock units, or DSUs, to our employees, consultants, and directors.
−Removed: An RSU and a DSU are each a promise to deliver shares of our common stock at a future date in accordance with the terms of the grant agreement and the words can be used interchangeably.
−Removed: We began granting DSUs in January 2006 and RSUs in 2019.
−Removed: The use of RSUs will cover the meaning of both RSUs and DSUs.
−Removed: RSUs granted generally vest ratably over three to four years from the vesting commencement date.
−Removed: Delivery of shares under the plans take place on the quarterly vesting dates.
−Removed: At the delivery date, we withhold shares to cover applicable statutory tax withholding for grantees subject to withholding and deliver a net quantity of shares to the grantee after such withholding.
−Removed: Until delivery of shares, the grantee has no rights as a stockholder with respect to any shares underlying the RSU award.
−Removed: RSU activity, including RSUs granted, delivered, and forfeited in fiscal 2024, and the balance and aggregate intrinsic value of RSUs as of the end of fiscal 2024 were as follows:
−Removed: Balance as of June 2023
−Removed: Balance as of June 2024
−Removed: At the end of fiscal 2024, the aggregate intrinsic value of RSUs expected to vest was $ 141.6 million and the number of RSU awards expected to vest is 1.6 million shares.
−Removed: Our closing stock price of $ 88.20 on the last day of trading in fiscal 2024 was used to calculate the intrinsic value for the RSUs.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: The unrecognized share-based compensation cost for RSUs granted under our 2019 Incentive Plan, our 2019 Inducement Equity Plan and our 2010 Incentive Plan was approximately $ 128.8 million as of the end of fiscal 2024, which will be recognized over a weighted average period of approximately 2.03 years.
−Removed: Market Stock Units
−Removed: Our 2019 Incentive Plan, and previously our 2019 Inducement Equity Plan, provide for the grant of MSU awards, to our employees, consultants, and directors.
−Removed: An MSU is a promise to deliver shares of our common stock at a future date based on the achievement of market-based performance requirements in accordance with the terms of the MSU grant agreement.
−Removed: We have granted MSU awards to our executive officers and other management members under our 2010 Incentive Plan, our 2019 Incentive Plan and our 2019 Inducement Equity Plan, which are designed to vest in three or four tranches with the target quantity for each tranche equal to one-third or one-fourth of the total MSU grant.
−Removed: The first tranche vests based on a one-year performance period;
−Removed: the second tranche vests based on a two-year performance period;
−Removed: the third tranche vests based on a three-year performance period;
−Removed: and the fourth tranche (in the case of four-year vesting) vests based on a four-year performance period.
−Removed: For MSU awards granted in fiscal 2023 and 2024, performance is measured based on our achievement of a specified level of total stockholder return, or TSR, relative to the TSRs of each company in the Russell 2000 Index.
−Removed: The potential payout ranges from 0 % to 300 % of the target grant quantity based on our TSR performance relative to the TSRs of each company in the Russell 2000 Index.
−Removed: No payout will occur if our TSR performance falls below the 25th percentile of the TSRs of each company in the Russell 2000 Index, and a 300 % payout will occur if our TSR performance exceeds the 80th percentile of the TSRs of each company in the Russell 2000 Index.
−Removed: Performance payouts between the 25th and 80th percentiles will be determined on a linear basis with performance at the 50th percentile equal to 100 % of target.
−Removed: The first tranche and the second tranche can payout up to 300 %, and the payout for the third tranche will be calculated based on the total target quantity for the entire grant multiplied by the payout factor, based on performance for the three-year performance period, less shares issued for the first tranche and the second tranche, but not less than the third tranche target quantity multiplied by the final payout factor.
−Removed: For MSU awards granted in fiscal 2022, performance is measured based on our achievement of a specified level of total stockholder return, or TSR, relative to the TSRs of each company in the Russell 2000 Index.
−Removed: The potential payout ranges from 0 % to 200 % of the target grant quantity based on our TSR performance relative to the TSRs of each company in the Russell 2000 Index.
−Removed: No payout will occur if our TSR performance falls below the 25th percentile of the TSRs of each company in the Russell 2000 Index, and a 200 % payout will occur if our TSR performance exceeds the 75th percentile of the TSRs of each company in the Russell 2000 Index.
−Removed: Performance payouts between the 25th and 75th percentiles will be determined on a linear basis with performance at the 50th percentile equal to 100 % of target.
−Removed: The first tranche and the second tranche can payout up to 200 %, and the payout for the third tranche will be calculated based on the total target quantity for the entire grant multiplied by the payout factor, based on performance for the three-year performance period, less shares issued for the first tranche and the second tranche, but not less than the third tranche target quantity multiplied by the final payout factor.
−Removed: Delivery of shares earned, if any, will take place on the dates provided in the applicable MSU grant agreement, assuming the grantee is still an employee, consultant, or director of our company at the end of the applicable performance period.
−Removed: On the delivery date, we withhold shares to cover statutory tax withholding requirements and deliver a net quantity of shares to the recipient after such withholding.
−Removed: Until delivery of shares, the grantee has no rights as a stockholder with respect to any shares underlying the MSU award.
−Removed: MSU activity, including MSUs granted, delivered, and forfeited in fiscal 2024, and the balance and aggregate intrinsic value of MSUs as of the end of fiscal 2024 were as follows:
−Removed: Balance at June 2023
−Removed: Performance adjustment
−Removed: Balance at June 2024
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: As a result of Synaptics achieving the 21 st percentile relative to the remaining constituents in the Russell 2000 Index, we delivered 0 % of the targeted shares underlying tranche one the fiscal 2023 MSU grants.
−Removed: As a result of Synaptics achieving the 80 th percentile relative to the remaining constituents in the Russell 2000 Index, we delivered 200 % of the targeted shares underlying tranche two of the fiscal 2022 MSU grants.
−Removed: As a result of Synaptics achieving the 50 th percentile relative to the remaining constituents in the Russell 2000 Index, we delivered 99 % of the targeted shares underlying tranche three of the fiscal 2021 MSU grants.
−Removed: At the end of fiscal 2024, the aggregate intrinsic value of MSUs expected to vest was $ 17.5 million and the number of MSU awards expected to vest is 0.2 million shares.
−Removed: Our closing stock price of $ 88.20 on the last day of trading in fiscal 2024 was used to calculate the intrinsic value for the MSUs.
−Removed: The fair value of each MSU granted from our plans for fiscal 2024, 2023, and 2022 was estimated at the date of grant using the Monte Carlo simulation model, assuming no expected dividends and the following assumptions:
−Removed: Expected volatility of company
−Removed: Expected volatility of Index
−Removed: 11.5 %- 762.5 %
−Removed: 17.9 % - 320.7 %
−Removed: 17.4 % - 581.6 %
−Removed: Correlation coefficient
−Removed: Expected life in years
−Removed: Risk-free interest rate
−Removed: Fair value per award
−Removed: $ 159.79 - $ 268.61
−Removed: $ 218.15 - $ 438.24
−Removed: $ 284.43 - $ 342.89
−Removed: We amortize the compensation expense over the three- or four-year performance and service period on a ratable basis.
−Removed: The unrecognized share-based compensation cost of our outstanding MSUs was approximately $ 19.6 million as of the end of fiscal 2024, which will be recognized over a weighted average period of approximately 0.94 years.
−Removed: Performance Stock Units
−Removed: Our 2019 Incentive Plan and our 2010 Incentive Plan provide for the grant of PSU awards to our employees, consultants, and directors.
−Removed: A PSU is a promise to deliver shares of our common stock at a future date based on the achievement of performance-based requirements in accordance with the terms of the PSU grant agreement.
−Removed: We have granted PSU awards to our executive officers and other key management team members under our 2010 Incentive Plan, our 2019 Incentive Plan and our 2019 Inducement Equity Plan, which, generally, are designed to vest in three tranches with the target quantity for each tranche equal to one-third of the total PSU award.
−Removed: Generally, PSU awards have a specific one-year performance period and vesting occurs over three service periods with the final service period ending approximately three years from the grant date.
−Removed: Performance is measured based on the achievement of a specified level of performance relative to predefined performance criteria (for PSU awards granted in fiscal 2024 and 2023, the performance criteria was based on non-GAAP earnings per share, for PSU awards granted in fiscal 2021 the performance criteria was based on a combination of our design win revenue, non-GAAP gross margin percentage and non-GAAP operating expenses).
−Removed: For our fiscal 2024 PSU awards, the potential payout ranges from 0 % to 200 % of the target grant quantity and is adjusted on a linear basis with a payout triggering if our measurement results are greater than 65 % of the target with a maximum payout achieved at 135 % of target.
−Removed: Delivery of shares earned, if any, will take place on the dates provided in the applicable PSU grant agreement, assuming the grantee is still an employee, consultant, or director of our company at the end of the applicable service period.
−Removed: On the delivery date, we withhold shares to cover statutory tax withholding requirements and deliver a net quantity of shares to the recipient after such withholding.
−Removed: Until delivery of shares, the grantee has no rights as a stockholder with respect to any shares underlying the PSU award.
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: PSU activity, including PSUs granted, delivered, and forfeited in fiscal 2024, and the balance and aggregate intrinsic value of PSUs as of the end of fiscal 2024 were as follows:
−Removed: Balance at June 2023
−Removed: Performance adjustment
−Removed: Balance at June 2024
−Removed: We value PSUs using the aggregate intrinsic value on the grant date and amortize the compensation expense over the three-year service period on a ratable basis, dependent upon the probability of meeting the performance measures.
−Removed: The PSU awards outstanding balance at June 2024 is based on the target grant quantity and does not include any performance adjustment of shares for completed performance periods.
−Removed: At the end of fiscal 2024, the aggregate intrinsic value of PSUs expected to vest was $ 23.2 million and the number of PSU awards expected to vest is 0.3 million shares.
−Removed: Our closing stock price of $ 88.20 on the last day of trading in fiscal 2024 was used to calculate the intrinsic value for the PSUs.
−Removed: The unrecognized share-based compensation cost of our outstanding PSUs was approximately $ 0.8 million as of June 2024, which will be recognized over a weighted average period of approximately 0.83 years.
−Removed: Phantom Stock Units
−Removed: The 2019 Incentive Plan authorized the grant of phantom stock units to non-employee directors, officers and emp loyees.
−Removed: We initially granted phantom stock units in October 2019.
−Removed: Phantom stock units were cash-settled and entitled the recipient to receive a cash payment equal to the value of a single share for each unit based on the average closing share price of our stock over the thirty calendar days prior to the vesting date.
−Removed: Grants of phantom stock units vested over three years , with an annual vesting date of October 31 each year subsequent to the grant date.
−Removed: The final vesting occurred in the second quarter of fiscal 2023, and no phantom stock units remain outstanding under this plan.
−Removed: Employee Stock Purchase Plan
−Removed: Our 2019 ESPP allows employees to designate up to 15 % of their base compensation, subject to legal restrictions and limitations, to purchase shares of common stock at 85 % of the lesser of the FMV at the beginning of the offering period or the exercise date.
−Removed: Under the 2019 ESPP, the offering period extends for up to one year and includes two exercise dates occurring at six-month intervals.
−Removed: Under the terms of our 2019 ESPP, if the FMV at an exercise date is less than the FMV at the beginning of the offering period, the current offering period will terminate and a new offering period will commence.
−Removed: Shares purchased, weighted average purchase price, cash received, and the aggregate intrinsic value for employee stock purchase plan purchases in fiscal 2024, 2023, and 2022 were as follows (in millions, except shares purchased and weighted average purchase price):
−Removed: Shares purchased
−Removed: Weighted average purchase price
−Removed: Cash received
−Removed: Aggregate intrinsic value
−Removed: The fair value of each award granted under our 2019 ESPP for fiscal 2024, 2023, and 2022 was based on the Black-Scholes option pricing model.
−Removed: The fair value per award for fiscal 2024, 2023 and 2022 was $ 34.54 , $ 40.70 , and $ 38.93 , respectively.
−Removed: Unrecognized share-based compensation costs for awards granted under our 2019 ESPP at the end of fiscal 2024 were approximately $ 5.7 million that will be amortized over the next 8 months .
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: Employee Benefit Plans
−Removed: We have a 401(k) Retirement Savings Plan for full-time employees in the U.S.
−Removed: Under the plan, eligible employees may contribute a portion of their net compensation up to the annual limit of $ 23,000 or $ 30,500 for employees who are 50 years or older.
−Removed: In fiscal 2024 , we provided matching funds of 25 % of our employees’ contributions, excluding catch-up contributions.
−Removed: The employer matching funds vest immediately.
−Removed: We made matching contributions of $ 1.9 million in fiscal 2024 and 2023 and $ 1.7 million in fiscal 2022 .
−Removed: (Loss)/Income before provision for income taxes for fiscal 2024, 2023, and 2022 consisted of the following (in millions):
−Removed: United States
−Removed: (Loss)/Income before provision for income taxes
−Removed: For fiscal 2023, $ 48.7 million of foreign income before provision for income taxes has been reclassified in the preceding table from the United States to foreign to correct for an immaterial error in the prior year presentation .
−Removed: This reclassification had no impact to our consolidated financial statements or our previously reported net income per share for any prior quarterly or annual period, or the current annual period.
−Removed: The (benefit)/provision for income taxes for fiscal 2024, 2023, and 2022 consisted of the following (in millions):
−Removed: Current tax (benefit)/expense
−Removed: Deferred tax (benefit)/expense
−Removed: (Benefit)/provision for income taxes
−Removed: The provision for income taxes differs from the federal statutory rate for fiscal 2024, 2023, and 2022 as follows (in millions):
−Removed: (Benefit)/provision at U.S.
−Removed: federal statutory tax rate
−Removed: Non-deductible share-based compensation
−Removed: Shortfall/(windfall) related to share-based compensation
−Removed: Non-deductible officer compensation
−Removed: Business credits
−Removed: Foreign tax differential
−Removed: inclusion of foreign income
−Removed: Deferred taxes on unremitted foreign earnings
−Removed: provision to return adjustment (1)
−Removed: Deferred tax benefit from domestication (2)
−Removed: Other differences
−Removed: (Benefit)/provision for income taxes
−Removed: provision to return adjustment in fiscal 2024 was primarily driven by approximately $ 11.3 million tax benefit from foreign tax credit relief under U.S.
−Removed: Treasury Notice 2023-55 issued in July 2023, together with a tax benefit of
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: approximately $ 6.3 million recognized as part of a multiyear research and development tax credit study completed in fiscal 2024.
−Removed: (2) On June 29, 2024, we completed an intra-group transfer that involved the domestication of certain foreign subsidiaries and the migration of certain foreign intellectual property to the United States.
−Removed: See further discussion below.
−Removed: Significant components of our deferred tax assets (liabilities) as of the end of fiscal 2024 and 2023 consisted of the following (in millions):
−Removed: Deferred tax assets:
−Removed: Capital loss carryforward
−Removed: Inventory write downs
−Removed: Intangibles and capitalized research and development costs
−Removed: Share-based compensation
−Removed: Nondeductible interest
−Removed: Lease liabilities
−Removed: Business credit carryforward
−Removed: Net operating loss carryforward
−Removed: Other accruals
−Removed: Valuation allowance
−Removed: Deferred tax liabilities:
−Removed: Property and equipment
−Removed: Right-of-use assets
−Removed: Unremitted foreign earnings
−Removed: Acquisition intangibles
−Removed: Net deferred tax assets
−Removed: Realization of deferred tax assets depends on our generating sufficient U.S.
−Removed: and certain foreign taxable income in future years to obtain a benefit from the utilization of those deferred tax assets on our tax returns.
−Removed: Accordingly, the amount of deferred tax assets considered realizable may increase or decrease when we reevaluate the underlying basis for our estimates of future U.S.
−Removed: and foreign taxable income.
−Removed: As of June 29, 2024, we simplified our corporate entity structure via an intra-group transfer that included the domestication of certain foreign subsidiaries and the onshoring of certain intellectual property.
−Removed: As a result of the domestication, a deferred tax benefit of $ 263.0 million was recognized primarily driven by recording certain deferred tax assets, net of deferred tax liabilities based on the U.S.
−Removed: tax rate in the fourth quarter of fiscal 2024.
−Removed: The associated deferred tax assets resulting from the domestication are expected to be realizable based on the assessment of currently available evidence.
−Removed: As of the end of fiscal 2024, a valuation allowance of $ 92.4 million was maintained to reduce certain state and foreign related deferred tax assets to levels we believe are more likely than not to be realized through future taxable income.
−Removed: The net change in the valuation allowance during fiscal 2024 was an increase of $ 14.0 million, primarily due to an increase of unrealized deferred tax assets associated with state tax credits.
−Removed: We consider most of the earnings of our foreign subsidiaries as not indefinitely reinvested overseas and have made appropriate provisions for income or withholding taxes, that may result from a future repatriation of those earnings.
−Removed: As a result, $ 14.3 million of our deferred tax liability is associated with unremitted foreign earnings, which if remitted would not result in a further provision for income taxes.
−Removed: We continue to indefinitely reinvest $ 200 million on certain accumulated earnings and outside basis differences primarily related to our DSPG acquisition.
−Removed: If the undistributed earnings and other outside basis differences were recognized in a taxable transaction, the associated foreign tax credits would be expected to reduce the U.S.
−Removed: income tax liability associated with the foreign distribution or the otherwise taxable transaction.
−Removed: As of our fiscal 2024 , assuming full utilization of the associated foreign tax credits, the potential net deferred tax liability associated with these undistributed earnings and outside basis differences would be approximately $ 46 million.
−Removed: As of the end of fiscal 2024 , we had federal, California, and foreign net operating loss carryforwards of approximately $ 20.1 million, $ 26.5 million, and $ 49.4 million, respectively.
−Removed: The federal and California net operating loss will begin to expire in fiscal 2037 and 2027 , respectively if not utilized.
−Removed: Most of our foreign net operating loss carryforwards have no expiration date.
−Removed: Under current tax law, net operating loss and tax credit carryforwards available to offset future income or income taxes
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: if not utilized.
−Removed: Under current tax law, net operating loss and tax credit carryforwards available to offset future income or income taxes may be limited by statute or upon the occurrence of certain events, including significant changes in ownership.
−Removed: We had $ 30.2 million and $ 69.0 million of federal and state research tax credit carryforwards, respectively, as of the end of fisc al 2024.
−Removed: The federal research tax credit carryforward will begin to expire in fiscal 2029 and the state research tax credit can be carried forward indefinitely.
−Removed: The total liability for gross unrecognized tax benefits related to uncertain tax positions, included in other liabilities in our consolidated balance sheets, increased by $ 2.8 million from $ 43.7 million in fiscal 2023 to $ 46.5 million in fiscal 2024.
−Removed: Of this amount, $ 36.6 million will reduce the effective tax rate on income from operations, if recognized.
−Removed: A reconciliation of the beginning and ending balance of gross unrecognized tax benefits for fiscal 2024, 2023, and 2022 consisted of the following (in millions):
−Removed: Beginning balance
−Removed: Increase in unrecognized tax benefits related to current year tax positions
−Removed: (Decrease)/increase in unrecognized tax benefits related to prior year tax positions
−Removed: Decrease due to effective settlement with tax authorities
−Removed: Remeasurement of unrecognized tax benefits
−Removed: Decrease due to statute expiration
−Removed: Ending Balance
−Removed: Accrued interest and penalties increased by $ 0.6 million in fiscal 2024 as compared to fiscal 2023 and increased by $ 0.5 million in fiscal 2023 as compared to fiscal 2022 .
−Removed: Accrued interest and penalties were $ 3.6 million and $ 3.0 million as of the end of fiscal 2024 and 2023, respectively.
−Removed: Our policy is to classify interest and penalties as components of income tax expense.
−Removed: It is reasonably possible that the amount of liability for unrecognized tax benefits may change within the next 12 months;
−Removed: an estimate of the range of possible changes could result in a decrease of $ 2.9 million to an increase of $ 5.1 million.
−Removed: Any prospective adjustments to our unrecognized tax benefits will be recorded as an increase or decrease to income tax expense and cause a corresponding change to our effective tax rate.
−Removed: Accordingly, our effective tax rate could fluctuate materially from period to period.
−Removed: Our major tax jurisdictions are the U.S., Hong Kong SAR, Japan, Israel and the U.K.
−Removed: From fiscal 2017 onward, we remain subject to examination by one or more of these jurisdictions.
−Removed: Segment, Customers, and Geographic Information
−Removed: We operate in one segment:
−Removed: the development, marketing, and sale of semiconductor products used in electronic devices and products.
−Removed: In previous reporting periods, we categorized revenues from three product categories:
−Removed: the IoT product market, the personal computing, or PC, product market, and the Mobile product market.
−Removed: Effective in the first quarter of fiscal 2024, we categorize our revenues in the following product categories:
−Removed: Core IoT, Enterprise and Automotive, and Mobile product applications.
−Removed: A summary of our products and how they are categorized under our new product categories is as follows:
−Removed: Wireless and Processor Solutions
−Removed: • Enterprise and Automotive:
−Removed: PC Touch Pad, PC Fingerprint, Video Interface Solutions, Enterprise Audio Solutions, Fax and Printer Solutions, Automotive Solutions
−Removed: Touch and Display Solutions for Mobile phone applications
−Removed: Revenues for the fiscal 2023 and 2022 from our previous product categories have been reclassified in order to conform to the current period presentation as follows (in millions):
−Removed: Enterprise and Automotive
−Removed: IoT product applications
−Removed: PC product applications
−Removed: Mobile product applications
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: Enterprise and Automotive
−Removed: IoT product applications
−Removed: PC product applications
−Removed: Mobile product applications
−Removed: Net revenue from our customers for each product category was as follows (in millions):
−Removed: Enterprise and Automotive product applications
−Removed: Core IoT product applications
−Removed: Mobile product applications
−Removed: Net revenue within geographic areas based on our customers’ locations for fiscal 2024, 2023, and 2022, consisted of the following (in millions):
−Removed: United States
−Removed: Long-lived assets within geographic areas as of the end of fiscal 2024 and 2023 consisted of the following (in millions):
−Removed: North America
−Removed: During fiscal 2024, as a result of the intra-group transfer that domesticated certain subsidiaries, in the above table, we reclassified $ 350.7 million of goodwill and intangible assets from EMEA to the United States.
−Removed: Major customers’ revenue as a percentage of total net revenue for fiscal 2024, 2023, and 2022 were as follows:
−Removed: * Less than 10 %
−Removed: SYNAPTICS INCORPORATED AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: Restructuring Activities
−Removed: We have initiated various strategic restructuring actions primarily intended to reduce costs, gain synergies from our recent acquisitions and align our business in response to market conditions.
−Removed: The following table summarizes the restructuring activity and related charges during the periods presented (in millions):
−Removed: Balance, beginning of period
−Removed: Balance, end of period
−Removed: During fiscal 2024 , we recorded restructuring and related charges of $ 10.5 million in our consolidated statements of operations.
−Removed: The charges were for activities intended to further improve efficiencies in our operational activities, decrease costs and increase profitability.
−Removed: The restructuring plan was initiated during the first and fourth quarters of fiscal 2024 to streamline the company and optimize resources.
−Removed: Restructuring charges are mainly comprised of severance and other one-time termination benefits.
−Removed: We expect these restructuring actions to be substantially completed by the end of fiscal 2025.
−Removed: During fiscal 2023 , no restructuring charges were recorded.
−Removed: During fiscal 2022 , we recorded restructuring and related charges of $ 18.3 million in our consolidated statements of operations.
−Removed: The charges were for activities intended to further improve efficiencies in our operational activities and gain synergies from the DSPG acquisition.
−Removed: These activities from the restructuring actions taken during fiscal 2022 are complete as of the end of fiscal 2022.
−Removed: Subsequent Events
−Removed: Subsequent to our fiscal 2024, we initiated a restructuring action to reduce our cost structure, improve operational efficiencies, and optimize resources, including freeing up resources for deployment into strategic product development opportunities.
−Removed: This restructuring action will mainly be comprised of severance and other one-time termination benefits.
−Removed: We expect to record restructuring charges from this restructuring action of approximately $ 14.0 million to $ 16.0 million in fiscal 2025.
+Added: Director August 21, 2025
+Added: Director August 21, 2025
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.