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-week fiscal year
that ends on the Saturday closest to December 31. Fiscal 2021 will have 52
weeks. Fiscal 2020 had 53 weeks with the extra week occurring in the first
quarter of the year. Our second quarter of fiscal 2021 ended July 3, 2021. Our
second quarter of fiscal 2020 ended July 4, 2020.



Impact of COVID-19



A new strain of novel coronavirus which causes a severe respiratory disease
("COVID-19") was identified in 2019, and subsequently declared a worldwide
pandemic by the World Health Organization. We implemented a response plan and
continued operations while largely transitioning our global workforce to a
remote work model. 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 leading provider of silicon, software and solutions for a smarter, more
connected world. Our award-winning technologies are shaping the future of the
Internet of Things (IoT), industrial automation and consumer markets. Our
world-class engineering team creates products focused on performance, energy
savings, connectivity and simplicity. Our primary semiconductor products are
mixed-signal integrated circuits (ICs), which are electronic components that
convert real-world analog signals, such as sound and radio waves, into digital
signals that electronic products can process.



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.



Our expertise in analog-intensive, high-performance, mixed-signal ICs and software enables us to develop highly differentiated solutions that address multiple markets. Our Internet of Things products include wireless connectivity, microcontroller (MCU) and sensor products.





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.



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Discontinued Operation



On April 22, 2021, we entered into an Asset Purchase Agreement pursuant to which
Skyworks Solutions agreed to acquire certain assets, rights, and properties, and
assume certain liabilities, comprising our infrastructure and automotive
business for $2.75 billion in cash. The sale was completed pursuant to the terms
of the Agreement on July 26, 2021. The results of operations of the sold
component have been presented in the accompanying condensed consolidated
financial statements as discontinued operations.



Current Period Highlights of Continuing Operations





Revenues increased $55.1 million in the recent quarter compared to the second
quarter of fiscal 2020 primarily due to increased demand for our products. Gross
profit increased $29.7 million during the same period due primarily to increased
product sales. Gross margin decreased to 56.8% in the recent quarter compared to
58.2% in the second quarter of fiscal 2020 due primarily to variations in
product mix. Operating expenses increased by $9.4 million in the recent quarter
compared to the second quarter of fiscal 2020 due primarily to increased
personnel-related expenses, new product introduction costs and amortization of
intangible assets. Operating loss in the recent quarter was $11.5 million
compared to $31.8 million in the second quarter of fiscal 2020.



We ended the second quarter with $617.3 million in cash, cash equivalents and
short-term investments. Net cash provided by operating activities was $5.7
million during the recent six-month period. Accounts receivable was $99.5
million at July 3, 2021, representing 53 days sales outstanding (DSO). Inventory
was $52.3 million at July 3, 2021, representing 64 days of inventory (DOI). In
the recent six-month period, we repurchased 0.1 million shares of our common
stock for $19.0 million.



Through acquisitions and internal development efforts, we have continued to
diversify our portfolio and introduce new products and solutions with added
functionality and integration. In the first six months of fiscal 2021, we
introduced a fully integrated, certified Wi-SUN® solution simplifying Low Power
Wide Area Network (LPWAN) deployment for smart cities; wireless solutions for
development of Matter end products that support Thread, Wi-Fi, and Bluetooth
protocols; and a new 32-bit MCU on our award-winning xG22 platform for IoT edge
applications. 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 3, 2021, 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. Three of our distributors who sell
to our customers, Arrow Electronics, Edom Technology and Sekorm, each
represented more than 10% of our revenues during the six months ended July

3,
2021.



The percentage of our revenues derived from outside of the United States was 89%
during the six months ended July 3, 2021. 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.



Results of Operations


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





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.




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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, income or loss on equity method investments, 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 the debt discount and amortization of debt issuance
costs.


Provision (Benefit) for Income Taxes. Provision (benefit) 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.

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






                                                     Three Months Ended      Six Months Ended
                                                    July 3,      July 4,    July 3,    July 4,
                                                      2021        2020       2021       2020
Revenues                                               100.0 %     100.0 %    100.0 %    100.0 %
Cost of revenues                                        43.2        41.8       42.6       41.7
Gross margin                                            56.8        58.2       57.4       58.3
Operating expenses:
Research and development                                38.3        50.7       39.4       49.8

Selling, general and administrative                     25.3        35.3   

   26.0       36.5
Operating expenses                                      63.6        86.0       65.4       86.3
Operating loss                                         (6.8)      (27.8)      (8.0)     (28.0)
Other income (expense):

Interest income and other, net                           0.4         2.9        1.1        2.9
Interest expense                                       (3.8)      (10.3)      (5.4)      (7.5)
Loss from continuing operations before income
taxes                                                 (10.2)      (35.2)     (12.3)     (32.6)
Provision (benefit) for income taxes                     0.7       (3.7)        1.0      (3.6)
Loss from continuing operations                       (10.9)      (31.5)     (13.3)     (29.0)
Income from discontinued operations, net of
income taxes                                            22.7        29.9       23.5       29.2
Net income (loss)                                       11.8 %     (1.6) %     10.2 %      0.2 %




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Revenues




                                     Three Months Ended                            Six Months Ended

                          July 3,     July 4,                  %       July 3,     July 4,                  %
(in millions)               2021        2020      Change     Change      2021        2020      Change     Change
Revenues                  $  169.5    $  114.4    $  55.1      48.2 %  $  327.3    $  232.4    $  94.9      40.9 %




The change in revenues in the recent three and six month periods was due to
increased demand for our IoT products. Unit volumes of our products increased by
50.7% while average selling prices decreased by 1.1% compared to the three
months ended July 4, 2020. Unit volumes of our products increased by 46.1% while
average selling prices decreased by 2.9% compared to the six months ended July
4, 2020. 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 3,      July 4,                July 3,     July 4,
(in millions)      2021         2020       Change       2021        2020      Change
Gross profit     $    96.3    $    66.6    $  29.7    $  188.1    $  135.4    $  52.7
Gross margin          56.8 %       58.2 %    (1.4) %      57.4 %      58.3 %    (0.9) %



Gross profit increased during the recent three and six month periods due primarily to increased product sales. Gross margin decreased during the recent three and six month periods primarily due to variations in product mix.


We may experience declines in the average selling prices of certain of our
products. This creates 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 3,      July 4,                   %       July 3,     July 4,                  %

(in millions)                 2021         2020        Change     Change      2021        2020      Change     Change
Research and development    $    64.8    $    58.0    $    6.8      11.8 %  $  128.8    $  115.7    $  13.1      11.4 %
Percent of revenue               38.3 %       50.7 %         -         -        39.4 %      49.8 %        -         -




The increase in research and development expense in the recent three and six
month periods was primarily due to increases of $3.4 million and $5.6 million,
respectively, for personnel-related expenses, $2.2 million and $4.0 million,
respectively, for new product development costs, and $0.2 million and $1.7
million, respectively, for the amortization of intangible assets. We expect that
research and development expense will increase in absolute dollars in the third
quarter of fiscal 2021.


Selling, General and Administrative






                                           Three Months Ended                               Six Months Ended
                               July 3,      July 4,                   %        July 3,      July 4,                   %
(in millions)                   2021         2020        Change     Change      2021         2020        Change     Change
Selling, general and
administrative                $    43.0    $    40.4    $    2.6       6.5 %  $    85.4    $    84.8    $    0.6       0.7 %
Percent of revenue                 25.3 %       35.3 %         -         -         26.0 %       36.5 %         -         -




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The increase in selling, general and administrative expense in the recent
three-month period was primarily due to an increase of $2.5 million for
personnel-related expenses. The increase in selling, general and administrative
expense in the recent six-month period was primarily due to an increase of $2.4
million for personnel-related expenses offset in part by a decrease of $1.6
million in acquisition-related costs. We expect that selling, general and
administrative expense will increase in absolute dollars in the third quarter of
fiscal 2021.


Interest Income and Other, Net





Interest income and other, net for the three and six months ended July 3, 2021
was $0.6 million and $3.5 million, respectively, compared to $3.3 million and
$6.5 million for the three and six months ended July 4, 2020, respectively. The
decrease in interest income and other, net in the recent three and six month
periods was primarily due to lower interest rates on the underlying investment
instruments.



Interest Expense



Interest expense for the three and six months ended July 3, 2021 was $6.5
million and $17.8 million, respectively, compared to $11.8 million and $17.3
million for the three and six months ended July 4, 2020, respectively. The
decrease in interest expense in the recent three-month period was primarily due
to a loss recorded on the early extinguishment of a portion of the 2022 notes
recorded in the prior three-month period.



Provision (Benefit) for Income Taxes






                                               Three Months Ended                  Six Months Ended
                                        July 3,     July 4,                 July 3,     July 4,
(in millions)                             2021        2020       Change       2021        2020      Change
Provision (benefit) for income taxes    $    1.2    $  (4.2)    $    5.4
$    3.2    $  (8.4)    $  11.6
Effective tax rate                         (6.7) %      10.5 %         -       (7.8) %      11.1 %        -




The increase in the provision for income taxes for the three and six months
ended July 3, 2021 as compared to the prior periods was primarily due to the
adoption of ASU 2019-12, Simplifying the Accounting for Income Taxes, during the
six months ended July 3, 2021 and the required allocation of $9.6 million of tax
benefits from continuing operations to discontinued operations in the fiscal
2021 periods.


Income from discontinued operations, net of income taxes






                                               Three Months Ended                       Six Months Ended
                                        July 3,      July 4,                   July 3,       July 4,
(in millions)                             2021         2020        Change        2021          2020        Change
Income from discontinued

operations, net of income taxes        $    38.4    $     34.2    $    4.2
  $     77.1    $     67.9    $    9.2
The increase in income from discontinued operations, net of income taxes in the
recent three and six month periods was primarily due to decreases in the
provision for income taxes in the current periods. See Note 2, Discontinued
Operations, to the Condensed Consolidated Financial Statements for additional
information.



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