The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements. Please see the "Cautionary Statement" above and "Risk Factors" below for discussions of the uncertainties, risks and assumptions associated with these statements. Our fiscal year-end financial reporting periods are a 52- or 53-



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week fiscal year that ends on the Saturday closest to December 31. Fiscal 2022
will have 52 weeks and fiscal 2021 had 52 weeks. Our second quarter of fiscal
2022 ended July 2, 2022. Our second quarter of fiscal 2021 ended July 3, 2021.

Impact of COVID-19



The COVID-19 pandemic has impacted the global economy, disrupting our
operations, global supply chains and the operations of our customers. We
implemented a response plan and continued operations while largely transitioning
our global workforce to a remote work model. We have recently reopened offices
in all of our locations, subject to local regulations. The third parties that
perform our semiconductor manufacturing, assembly, packaging and testing have
generally remained operational. The extent of the impact of the COVID-19
pandemic on our operational and financial performance will depend on future
developments, including the duration, severity and spread of the pandemic,
related restrictions on travel and transportation and other actions that may be
taken by governmental authorities, the impact to the business of our suppliers
or customers, and other items identified under "Risk Factors" below, all of
which are uncertain and cannot be predicted. An extended period of global supply
chain and economic disruption could materially affect our business, results of
operations, access to sources of liquidity and financial condition.

Overview



We are a leader in secure, intelligent wireless technology for a more connected
world. Our integrated hardware and software platform, intuitive development
tools, industry leading ecosystem and robust support enable customers in
building advanced industrial, commercial, home and life applications. We make it
easy for developers to solve complex wireless challenges throughout the product
lifecycle and get to market quickly with innovative solutions that transform
industries, grow economies and improve lives. We provide analog-intensive,
mixed-signal solutions for use in a variety of electronic products in a broad
range of applications for the Internet of Things (IoT) including connected home
and security, industrial automation and control, smart metering, smart lighting,
commercial building automation, consumer electronics, asset tracking and medical
instrumentation. We group our products as Industrial & Commercial or Home & Life
based on the target markets they address.

As a fabless semiconductor company, we rely on third-party semiconductor
fabricators in Asia, and to a lesser extent the United States and Europe, to
manufacture the silicon wafers that reflect our IC designs. Each wafer contains
numerous die, which are cut from the wafer to create a chip for an IC. We rely
on third parties in Asia to assemble, package, and, in most cases, test these
devices and ship these units to our customers. Testing performed by such third
parties facilitates faster delivery of products to our customers (particularly
those located in Asia), shorter production cycle times, lower inventory
requirements, lower costs and increased flexibility of test capacity.

The sales cycle for our ICs can be as long as 12 months or more. An additional
three to six months or more are usually required before a customer ships a
significant volume of devices that incorporate our ICs. Due to this lengthy
sales cycle, we typically experience a significant delay between incurring
research and development and selling, general and administrative expenses, and
the corresponding sales. Consequently, if sales in any quarter do not occur when
expected, expenses and inventory levels could be disproportionately high, and
our operating results for that quarter and, potentially, future quarters would
be adversely affected. Moreover, the amount of time between initial research and
development and commercialization of a product, if ever, can be substantially
longer than the sales cycle for the product. Accordingly, if we incur
substantial research and development costs without developing a commercially
successful product, our operating results, as well as our growth prospects,
could be adversely affected.

Because some of our ICs are designed for use in consumer products, we expect
that the demand for our products will be typically subject to some degree of
seasonal demand. However, rapid changes in our markets and across our product
areas make it difficult for us to accurately estimate the impact of seasonal
factors on our business.

Discontinued Operations



On July 26, 2021, we sold our infrastructure and automotive business to Skyworks
Solutions, Inc. for $2.75 billion in cash. The prior year comparable period
results of operations of the sold component have been presented in the
accompanying condensed consolidated financial statements as discontinued
operations and, therefore, are excluded from the following discussion of the
results of our continuing operations.

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Current Period Highlights of Continuing Operations



Revenues increased $93.7 million in the recent quarter compared to the second
quarter of fiscal 2021 due to increased revenues from both our Industrial &
Commercial products and our Home & Life products. Gross profit increased $67.6
million during the same period due primarily to increased product sales. Gross
margin increased to 62.3% in the recent quarter compared to 56.8% in the second
quarter of fiscal 2021 due to variations in product mix and increases in the
price of our products. Operating expenses increased by $24.7 million in the
recent quarter compared to the second quarter of fiscal 2021 due primarily to
increased personnel-related expenses, new product introduction costs and sales
commissions. Operating income (loss) in the recent quarter was $31.4 million
compared to $(11.5) million in the second quarter of fiscal 2021.

We ended the second quarter with $1.5 billion in cash, cash equivalents and
short-term investments. Net cash provided by operating activities was $83.4
million during the recent six-month period. Accounts receivable were $72.1
million at July 2, 2022, representing 25 days sales outstanding (DSO). Inventory
was $74.0 million at July 2, 2022, representing 67 days of inventory (DOI). In
the second quarter, we acquired 3.1 million shares of our common stock for
$436.4 million.

Through acquisitions and internal development efforts, we have continued to
diversify our product portfolio and introduce new products and solutions with
added functionality and integration. In the first six months of fiscal 2022, we
introduced a Bluetooth® Location Services solution using accurate, low-power
Bluetooth devices to simplify Angle of Arrival (AoA) and Angle of Departure
(AoD) location services; and a family of 2.4 GHz wireless SoCs for Bluetooth and
multi-protocol operations with a built-in AI and Machine Learning (ML)
accelerator, improving performance for AI and ML applications on battery-powered
edge devices. We plan to continue introducing products that increase the content
we provide for existing applications, thereby enabling us to serve markets we do
not currently address and expand our total available market opportunity.

During the six months ended July 2, 2022, we had no customer that represented
more than 10% of our revenues. In addition to direct sales to customers, some of
our end customers purchase products indirectly from us through distributors and
contract manufacturers. An end customer purchasing through a contract
manufacturer typically instructs such contract manufacturer to obtain our
products and incorporate such products with other components for sale by such
contract manufacturer to the end customer. Although we actually sell the
products to, and are paid by, the distributors and contract manufacturers, we
refer to such end customer as our customer. Two of our distributors who sell to
our customers, Arrow Electronics and Edom Technology, each represented more than
10% of our revenues during the six months ended July 2, 2022.

The percentage of our revenues derived from outside of the United States was 85%
during the six months ended July 2, 2022. All of our revenues to date have been
denominated in U.S. dollars. We believe that a majority of our revenues will
continue to be derived from customers outside of the United States.

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Results of Operations

The following describes the line items set forth in our Condensed Consolidated Statements of Income:



Revenues. Revenues are generated predominately by sales of our products. Our
revenues are subject to variation from period to period due to the volume of
shipments made within a period, the mix of products we sell and the prices we
charge for our products.

Cost of Revenues. Cost of revenues includes the cost of purchasing finished
silicon wafers processed by independent foundries; costs associated with
assembly, test and shipping of those products; costs of personnel and equipment
associated with manufacturing support, logistics and quality assurance; costs of
software royalties, other intellectual property license costs and certain
acquired intangible assets; and an allocated portion of our occupancy costs. Our
gross margin fluctuates depending on product mix, manufacturing yields,
inventory valuation adjustments, average selling prices and other factors.

Research and Development. Research and development expense consists primarily of
personnel-related expenses, including stock-based compensation, as well as new
product masks, external consulting and services costs, equipment tooling,
equipment depreciation, amortization of intangible assets and an allocated
portion of our occupancy costs. Research and development activities include the
design of new products, refinement of existing products and design of test
methodologies to ensure compliance with required specifications.

Selling, General and Administrative. Selling, general and administrative expense
consists primarily of personnel-related expenses, including stock-based
compensation, as well as an allocated portion of our occupancy costs, sales
commissions to independent sales representatives, amortization of intangible
assets, professional fees, legal fees, and promotional and marketing expenses.

Interest Income and Other, Net. Interest income and other, net reflects interest
earned on our cash, cash equivalents and investment balances, foreign currency
remeasurement adjustments, and other non-operating income and expenses.

Interest Expense. Interest expense consists of interest on our short and
long-term obligations, including our convertible senior notes and credit
facility. Interest expense on our convertible senior notes includes contractual
interest, amortization of debt issuance costs, and for periods prior to fiscal
2022, amortization of the debt discount.

Provision for Income Taxes. Provision for income taxes includes both domestic
and foreign income taxes at the applicable tax rates adjusted for non-deductible
expenses, research and development tax credits and other permanent differences.

Equity-method Earnings. Equity-method earnings represents income or loss on our equity-method investment.

Income from discontinued operations, net of income taxes. Income from discontinued operations, net of income taxes includes the results of operations of our former infrastructure and automotive business.



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The following table sets forth our Condensed Consolidated Statements of Income data as a percentage of revenues for the periods indicated:



                                                     Three Months Ended      Six Months Ended
                                                    July 2,      July 3,    July 2,    July 3,
                                                      2022        2021       2022       2021
Revenues                                               100.0 %     100.0 %    100.0 %    100.0 %
Cost of revenues                                        37.7        43.2       35.7       42.6
Gross margin                                            62.3        56.8       64.3       57.4
Operating expenses:
Research and development                                31.7        38.3       32.4       39.4

Selling, general and administrative                     18.7        25.3   

   18.8       26.0
Operating expenses                                      50.4        63.6       51.2       65.4
Operating income (loss)                                 11.9       (6.8)       13.1      (8.0)
Other income (expense):

Interest income and other, net                           1.3         0.3        1.0        0.5
Interest expense                                       (0.6)       (3.8)      (0.6)      (5.4)
Income (loss) from continuing operations before         12.6      (10.3)   

   13.5     (12.9)
income taxes
Provision for income taxes                               4.2         0.7        4.6        1.0
Equity-method earnings                                   0.0         0.1        0.2        0.6

Income (loss) from continuing operations                 8.4      (10.9)        9.1     (13.3)
Income from discontinued operations, net of                         22.7   

              23.5
income taxes                                               -                      -
Net income                                               8.4 %      11.8 %      9.1 %     10.2 %


Revenues

                                          Three Months Ended                            Six Months Ended
                               July 2,     July 3,                  %       July 2,     July 3,                  %
(in millions)                    2022        2021      Change     Change      2022        2021      Change     Change
Industrial & Commercial        $  144.2    $   89.4    $  54.8      61.2 % 
$  270.8    $  168.1    $ 102.7      61.1 %
Home & Life                       119.0        80.1       38.9      48.6 %     226.2       159.2       67.0      42.0 %
                               $  263.2    $  169.5    $  93.7      55.3 %  $  497.0    $  327.3    $ 169.7      51.8 %


The increase in revenues in the recent three-month period was due to increased
revenues of $54.8 million from our Industrial & Commercial products and $38.9
million from our Home & Life products. The increase in revenues in the recent
six-month period was due to increased revenues of $102.7 million from our
Industrial & Commercial products and $67.0 million from our Home & Life
products. Unit volumes of our products increased during the three and six months
ended July 2, 2022 while average selling prices increased substantially compared
to the three and six months ended July 3, 2021. See Note 9, Revenues, to the
Condensed Consolidated Financial Statements for additional information. The
average selling prices of our products may fluctuate significantly from period
to period due to changes in product mix, pricing decisions and other factors. In
general, as our products become more mature, we expect to experience decreases
in average selling prices.

Gross Profit

                        Three Months Ended                  Six Months Ended
                 July 2,      July 3,                July 2,     July 3,
(in millions)      2022        2021       Change       2022        2021      Change
Gross profit     $  163.9    $    96.3    $  67.6    $  319.7    $  188.1    $ 131.6
Gross margin         62.3 %       56.8 %      5.5 %      64.3 %      57.4 %      6.9 %


Gross profit increased during the recent three and six month periods due
primarily to increased product sales. The change in gross profit in the recent
period was due to increases in gross profit for our Industrial & Commercial
products and our Home & Life products. Gross margin increased primarily due to
variations in product mix and increases in the price of our products. Increased
product demand and production capacity constraints have increased the selling
price and costs of our products, and has resulted in period-to-period
fluctuations in our gross margin. We expect the prices we pay for inventory to
continue to increase in future periods and that this will reduce our gross

margins.

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We may experience variations in the average selling prices of certain of our
products. Increases in average selling prices may occur during periods of
increased demand, but such demand may be short-lived and could be accompanied by
higher product costs. Declines in average selling prices create downward
pressure on gross margin and may be offset to the extent we are able to
introduce higher margin new products and gain market share with our products;
reduce costs of existing products through improved design; achieve lower
production costs from our wafer suppliers and third-party assembly and test
subcontractors; achieve lower production costs per unit as a result of improved
yields throughout the manufacturing process; or reduce logistics costs.

Research and Development



                                           Three Months Ended                             Six Months Ended
                                July 2,      July 3,                  %       July 2,     July 3,                  %
(in millions)                    2022         2021       Change     Change      2022        2021      Change     Change
Research and development       $    83.5    $    64.8    $  18.7      28.8 %  $  161.1    $  128.8    $  32.3      25.0 %
Percent of revenue                  31.7 %       38.3 %                    

32.4 % 39.4 %


The increase in research and development expense in the three and six month
periods was primarily due to increases of $13.6 million and $26.3 million,
respectively, for personnel-related expenses, and $3.8 million and $2.9 million,
respectively, for new product introduction costs. The decrease in research and
development expense as a percent of revenues in the current periods was due to
our increased revenues. We expect that research and development expense will
increase in absolute dollars in the third quarter of fiscal 2022.

Selling, General and Administrative



                                              Three Months Ended                               Six Months Ended
                                  July 2,      July 3,                   %        July 2,      July 3,                   %
(in millions)                      2022         2021        Change     Change      2022         2021        Change     Change
Selling, general and
administrative                   $    49.0    $    43.0    $    6.0      14.1 %  $    93.7    $    85.4    $    8.3       9.7 %
Percent of revenue                    18.7 %       25.3 %                             18.8 %       26.0 %


The increase in selling, general and administrative expense in the three and six
month periods was primarily due to increases of $4.3 million and $6.4 million,
respectively, for personnel-related expenses, and $0.6 million and $1.2 million,
respectively, for sales commissions. The decrease in selling, general and
administrative expense as a percent of revenues in the current periods was due
to our increased revenues. We expect that selling, general and administrative
expense will increase in absolute dollars in the third quarter of fiscal 2022.

Interest Income and Other, Net



Interest income and other, net for the three and six months ended July 2, 2022
was $3.4 million and $4.9 million, respectively, compared to $0.5 million and
$1.6 million for the three and six months ended July 3, 2021, respectively. The
increase in interest income and other, net in the recent periods was primarily
due to increased interest income earned as a result of higher investment
balances and higher market interest rates.

Interest Expense



Interest expense for the three and six months ended July 2, 2022 was $1.7
million and $3.3 million, respectively, compared to $6.5 million and $17.8
million for the three and six months ended July 3, 2021, respectively. The
decrease in interest expense in the recent three-month period was primarily due
to a decrease of $5.0 million in amortization of debt discount as a result of
our adoption of ASU 2020-06 in fiscal 2022. The decrease in interest expense in
the recent six-month period was primarily due to a decrease of $10.9 million in
amortization of debt discount in the current period and a loss of $3.4 million
recorded on the early extinguishment of the remaining 2022 Notes in the prior
period. See Note 7, Debt, to the Condensed Consolidated Financial Statements for
additional information.

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Provision for Income Taxes

                                              Three Months Ended                    Six Months Ended
                                        July 2,     July 3,                  July 2,     July 3,
(in millions)                            2022         2021       Change       2022         2021      Change
Provision for income taxes             $    11.0    $    1.2    $    9.8    $    22.7    $    3.2    $  19.5
Effective tax rate                          33.2 %     (6.7) %                   33.5 %     (7.8) %


The increase in the effective tax rate for the three and six months ended July
2, 2022 was primarily due to the recognition of certain tax benefits for the
three and six months ended July 3, 2021 in discontinued operations under the ASU
2019-12 and the required adoption of new U.S. tax rules regarding expensing of
research and experimental costs in the current fiscal year.

Equity-method Earnings

Equity-method earnings for the three and six months ended July 2, 2022 was $0.0 million and $1.2 million, respectively, compared to $0.2 million and $1.9 million for the three and six months ended July 3, 2021, respectively.

Income from discontinued operations, net of income taxes



                                               Three Months Ended                     Six Months Ended
                                        July 2,      July 3,                  July 2,      July 3,
(in millions)                            2022          2021       Change       2022          2021       Change
Income from discontinued

operations, net of income taxes        $       -    $    38.4    $ (38.4)

$ - $ 77.1 $ (77.1)


There was no income from prior year discontinued operations in the current
periods. Income from discontinued operations for the three and six months ended
July 3, 2021 included revenues of $108.1 million and $205.7 million, income
before income taxes of $37.9 million and $74.8 million, and income tax benefits
of $0.5 million and $2.3 million, respectively.

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