Signal management

SEMTECH CORP Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)

The following discussion and analysis of our financial condition and operating
results should be read in conjunction with our Consolidated Financial Statements
and related Notes included in Item 8 of this Annual Report on Form 10-K. See
also "Special Note Regarding Forward Looking and Cautionary Statements" at the
beginning of this Annual Report on Form 10-K.

Overview

We are a leading global supplier of high-performance analog and mixed-signal
semiconductors and advanced algorithms and were incorporated in Delaware in
1960. We design, develop, manufacture and market a broad range of products that
are sold principally into applications within the infrastructure, high-end
consumer and industrial end markets. Infrastructure end market includes data
centers, PON, base stations, optical networks, servers, carrier networks,
switches and routers, cable modems, wireless LAN and other communication
infrastructure equipment. High-end consumer end market includes smartphones,
tablets, wearables, desktops, notebooks, and other handheld products, wireless
charging, set-top boxes, digital televisions, monitors and displays, digital
video recorders and other consumer equipment. Industrial end market includes IoT
applications, analog and digital video broadcast equipment, video-over-IP
solutions, automated meter reading, smart grid, wireless charging, military and
aerospace, medical, security systems, automotive, industrial and home automation
and other industrial equipment. Our end customers are primarily OEMs that
produce and sell electronics.

We report results on the basis of 52 and 53 week periods and our fiscal year
ends on the last Sunday in January. Fiscal years 2022, 2021 and 2020 consisted
of 52 weeks, 53 weeks and 52 weeks, respectively. We have three operating
segments-Signal Integrity, Wireless and Sensing and Protection-that historically
have been aggregated into one reportable segment identified as the
"Semiconductor Products Group." In the fourth quarter of fiscal year 2022, we
updated our forecasts and assessed the economic performance of the three
operating segments and concluded that Protection is no longer expected to be
economically similar to the other operating segments. This is primarily because
our projections indicate that the gross margin of products within Protection
will not be economically similar to products within the other operating
segments. Accordingly, we concluded that Protection should be separately
reported as its own reportable segment. This decision resulted in the formation
of two reportable segments, including the High-Performance Analog Group, which
is comprised of the Signal Integrity and Wireless and Sensing operating
segments, and the System Protection Group, which is comprised of the Protection
operating segment. All prior year information in the tables below has been
revised retrospectively to reflect the change to our reportable segments. See
Note 15 to the Consolidated Financial Statements for segment information.

Despite the challenges of the pandemic, we remained focused on furthering our
role as a leading provider of disruptive platforms that enable our customers to
deliver solutions to create a smarter planet. We continued to invest in secular
trends that enable a smarter, more sustainable planet; enable higher bandwidth;
and enable greater mobility. As a result, we expect these markets and our
associated products' sales to grow rapidly over the next several years. The
increasing adoption of our LoRa® technology for low power wide-area networks is
providing connectivity solutions that enable IoT networks to make a smarter,
more connected planet. Additionally, our portfolio of optical connectivity
solutions continue to address the demand for greater bandwidth and higher
performance, while using less power by our global hyper-scale data center
customers. Additionally, the unexpected pivot to online learning and work from
home during the pandemic exposed the fragile nature of many global networks that
struggled under the spike in demand. This has driven infrastructure suppliers
around the world to accelerate their investments in high speed connectivity
using 5G wireless and PON technology where we are an industry leader. The trend
towards adoption of finer silicon geometries has accelerated across all
categories of end systems, making them increasingly vulnerable to electrical and
electromagnetic threats. Our Protection Solutions, which enable the highest
levels of system performance, have found increased adoption across the board,
driven by the need to maintain product functionality despite the challenging
threat environment (electrical and electromagnetic), and increased system
sensitivity to threats due to adoption of finer silicon geometries for
implementation of system functions. Finally, the increasing demand for smaller,
lower-powered higher performance mobile platforms with more enjoyable organic
light-emitting diode displays has benefited our protection and proximity sensing
solutions that protect these mobile devices and their users from dangerous radio
frequency signals.

During the fiscal year ended January 30, 2022, we also maintained our strategy
of smaller, targeted investments focused mainly on minority positions in support
of the developing LoRa ecosystem and the many new IoT solutions we are
introducing. In addition to these strategic investments, we took further actions
to help ensure the supply of products from our vendors and suppliers. After the
initial onset of the pandemic, the semiconductor industry experienced and is
continuing to experience a significant increase in demand that led to tighter
capacity. We believe our investments in fiscal year 2022 position us well to
support our expectations of future growth.

Impact of COVID-19

The COVID-19 pandemic has significantly affected health and economic conditions
throughout the U.S. and the rest of the world including Asia, where a
significant percentage of our customers, suppliers, third party foundries and
subcontractors are located. As a result of the pandemic, certain of our
facilities and the third-party foundries and assembly and test contractors to
which we outsource our manufacturing functions, have had to periodically reduce
or suspend operations. The disruption

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suffered during these closures has resulted in reduced production of our products, delays in delivering our products to our customers and reduced ability to receive supplies, which have had and may continue to have, individually and in the together, a negative effect on our bottom line.

Currently, customer demand remains strong and supply tight, with many of our
suppliers running at or near capacity and our customers competing for limited
inventory. While we have increased our inventory levels to prepare for our
strong backlog of orders, we cannot provide assurance that we will have
sufficient inventory if this high level of demand is sustained over the longer
term. In addition, the prices to obtain raw materials and convert them into the
necessary inventory have increased in certain cases, and may continue to
increase, including due to current inflationary pressures. While we have been
largely successful with passing on selective price increases to our customers,
we cannot provide assurance that all future potential price increases can be
absorbed through increased pricing to our customers.

We believe we have good visibility going into fiscal year 2023; however, it is
unknown how much of the increased demand reflects real end market strength. We
believe the general supply chain constraints in the industry may be motivating
certain customers to increase their orders and inventory levels to protect
against supply risk. To the extent that this cautionary purchasing is occurring,
we could experience a decrease in future demand as potential excess inventory is
worked down.

Factors affecting our performance

Most of our sales to customers are made on the basis of individual customer
purchase orders. Many customers include cancellation provisions in their
purchase orders. As a result of current macro conditions where demand is
exceeding supply and we are seeing global shortages, lead times may continue to
expand, resulting in fewer orders being shipped and received in the same
quarter. Sales made directly to customers during fiscal years 2022, 2021 and
2020 were approximately 13%, 18% and 28% of net sales, respectively. The
remaining 87%, 82% and 72% of net sales, respectively, were made through
independent distributors. The decline in direct sales is due to customers
electing to leverage the value of distribution to better manage their supply
chain.

Our business relies on foreign-based entities. Many of our third-party
subcontractors and suppliers, including third-party foundries that supply
silicon wafers, are located in foreign countries or territories including Taiwan
and China. Foreign sales for fiscal years 2022, 2021 and 2020 constituted
approximately 90%, 90% and 91%, respectively, of our net sales. Approximately
79%, 80% and 77% of net sales in fiscal years 2022, 2021 and 2020, respectively,
were to customers located in the Asia-Pacific region. The remaining foreign
sales were primarily to customers in Europe, Canada and Mexico. Doing business
in foreign locations also subjects us to export restrictions and trade laws,
which may limit our ability to sell to certain customers.

We use several metrics as indicators of future potential growth. The indicators
that we believe best correlate to potential future sales growth are design wins
and new product releases. There are many factors that may cause a design win or
new product release to not result in sales, including a customer decision not to
go to system production, a change in a customer's perspective regarding a
product's value or a customer's product failing in the end market. As a result,
although a design win or new product introduction is an important step towards
generating future sales, it does not inevitably result in us being awarded
business or receiving a purchase commitment.

Inflationary factors have not had a significant effect on our performance over
the past several years. A significant increase in inflation would affect our
future performance if we were unable to pass these higher costs on to our
customers.

Income

We derive our revenue primarily from the sale of semiconductor products into
various end markets. Revenue is recognized when control of these products is
transferred to our customers, in an amount that reflects the consideration we
expect to be entitled to in exchange for these products. Control is generally
transferred when products are shipped and, to a lesser extent, when the products
are delivered. Recovery of costs associated with product design and engineering
services are recognized during the period in which services are performed and
are reported as a reduction to product development and engineering expense.
Historically, these recoveries have not exceeded the cost of the related
development efforts. We include revenue related to granted technology licenses
as part of "Net sales" in the Statements of Income. Historically, revenue from
these arrangements has not been significant though it is part of our recurring
ordinary business.

We determine revenue recognition through the following five steps:

• Identification of the contract(s) with a customer

• Identification of performance obligations in the contract

• Determination of the transaction price

• Allocation of the transaction price to the performance obligations in the contract

• Revenue recognition when or as performance obligations are met

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We recognize a contract when it has the approval and commitment of both parties, the rights of the parties are identified, the terms of payment are identified, the contract has commercial substance and collection of the consideration is probable.

Our revenue contracts generally represent a single performance obligation to
sell our products to trade customers. Net sales reflect the transaction prices
for contracts, which include units shipped at selling prices reduced by variable
consideration. Determination of variable consideration requires judgment by us.
Variable consideration includes expected sales returns and other price
adjustments. Variable consideration is estimated using the expected value method
considering all reasonably available information, including our historical
experience and our current expectations, and is reflected in the transaction
price when sales are recorded. Sales returns are generally accepted at our
discretion or from distributors with such rights. Our contracts with trade
customers do not have significant financing components or non-cash
consideration. We record net sales excluding taxes collected on our sales to our
trade customers.

We provide an assurance type warranty, which is typically not sold separately
and does not represent a separate performance obligation. Our payment terms are
generally aligned with shipping terms.

Gross profit

Gross profit is equal to our net sales less our cost of sales. Our cost of sales
includes materials, depreciation on fixed assets used in the manufacturing
process, shipping costs, direct labor and overhead. The majority of the
Company's manufacturing is outsourced, resulting in relatively low fixed
manufacturing costs and variable costs that highly correlate with volume. We
determine the cost of inventory by the first-in, first-out method.

Operating costs

Our operating costs and expenses generally include selling, general and administrative, product development and engineering costs, costs associated with acquisitions, restructuring costs and other operating costs.

Operating results

A discussion of our results of operations for the fiscal years ended January 30,
2022 and January 31, 2021 and year-over-year comparisons between these fiscal
years appears below. In the fourth quarter of fiscal year 2022, we made certain
changes in our reportable segments based on the economic performance of our
operating segments (see Note 15 on segment information). With the exception of
net sales and gross profit, which are discussed below to reflect the changes to
our reportable segments, a discussion of our results of operations for the
fiscal year ended January 26, 2020 and year-over-year comparisons between fiscal
years 2021 and 2020 have been omitted from this Annual Report on Form 10-K, but
may be found in "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" of our   Annual Report on Form 10-K for the
fiscal year ended January 31, 2021  , filed with the SEC on March 24, 2021 and
is incorporated herein by reference.

Net sales

Fiscal 2022 vs. Fiscal 2021

The following table summarizes our net sales by primary end market:

                                                                         Fiscal Years
(in thousands, except percentages)                        2022                                  2021
                                              Net Sales         % Net Sales         Net Sales         % Net Sales           Change
Infrastructure                               $ 264,464                 35  %       $ 245,549                 42  %                8  %
High-End Consumer                              220,380                 30  %         162,342                 27  %               36  %
Industrial                                     256,014                 35  %         187,226                 31  %               37  %

Total                                        $ 740,858                100  %       $ 595,117                100  %               24  %


Net sales for fiscal year 2022 were $740.9 million, an increase of 24% compared
to $595.1 million for fiscal year 2021, which had benefited from an additional
week. We experienced strong demand across all three of our end markets compared
to the prior year when our net sales were adversely impacted by delays in
certain shipments of our products due to COVID-19 related shutdowns, including
certain subcontractors in Malaysia. Net sales from our industrial end market
increased $68.8 million versus the prior year primarily due to an approximately
$46 million increase in LoRa-enabled product sales led by an increase in pico
gateways and an approximately $19 million increase in industrial automation and
automotive sales. Net sales from our high-end consumer end market increased
$58.0 million primarily driven by an approximately $23 million increase in
Protection product sales, including wearables, mobile computers and smartphones,
and an approximately $22 million increase in our proximity sensing product
sales, including smartphones. Net sales from our infrastructure end market
increased $18.9 million driven by an approximately $30 million increase in 10G
PON sales, partially offset by an approximately $17 million decline in data
center demand.

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Entering fiscal year 2023, customer demand remains strong and supply tight, with
many of our suppliers running at or near capacity and our customers competing
for the limited supply. While we believe we have good visibility going into the
first quarter of fiscal year 2023, it is unknown how much of this demand
strength reflects real end market consumption or just our customers' efforts to
increase their inventory levels over fear of the global supply chain
constraints. To the extent that the increase in demand is driven by the latter,
we, and the industry as a whole, could experience a period of slower future
demand as the potential excess inventories are worked down. Based on booking
trends and backlog entering the quarter, we estimate net sales for the first
quarter of fiscal year 2023 to be between $195.0 million and $205.0 million.

The following table summarizes our net sales by reportable segment:

                                                                          Fiscal Years
(in thousands, except percentages)                         2022                                  2021
                                               Net Sales         % Net Sales         Net Sales         % Net Sales           Change
High-Performance Analog Group                 $ 537,288                 73  %       $ 433,174                 73  %               24  %
System Protection Group                         203,570                 27  %         161,943                 27  %               26  %
Total                                         $ 740,858                100  %       $ 595,117                100  %               24  %


Net sales from our High-Performance Analog Group increased $104.1 million in
fiscal year 2022 versus fiscal year 2021 primarily due to an approximately $46
million increase in LoRa-enabled product sales led by an increase in pico
gateways, an approximately $30 million increase in 10G PON sales, an
approximately $22 million increase in our proximity sensing product sales,
including smartphones, and an approximately $15 million increase in broadcast
product sales, partially offset by an approximately $17 million decline in data
center demand. Net sales from our System Protection Group increased $41.6
million in fiscal year 2022 versus fiscal year 2021 primarily driven by an
approximately $23 million increase in consumer product sales, including
wearables, mobile computers and smartphones, and an approximately $19 million
increase in industrial automation and automotive sales.

Fiscal 2021 vs. Fiscal 2020

                                                                         Fiscal Years
(in thousands, except percentages)                        2021                                  2020
                                              Net Sales         % Net Sales         Net Sales         % Net Sales           Change
Infrastructure                               $ 245,549                 42  %       $ 209,936                 38  %               17  %
High-End Consumer                              162,342                 27  %         158,394                 29  %                2  %
Industrial                                     187,226                 31  %         179,182                 33  %                4  %

Total                                        $ 595,117                100  %       $ 547,512                100  %                9  %


Net sales for fiscal year 2021 were $595.1 million, an increase of 9% compared
to $547.5 million for fiscal year 2020. During fiscal year 2021, the
infrastructure end market increased by $35.6 million driven by an approximately
$20 million increase in PON sales and an approximately $17 million increase in
data center demand. The industrial end market increased by $8.0 million due to
an approximately $14 million increase in LoRa-enabled product sales, partially
offset by an approximately $6 million decrease in broadcast product sales due to
the adverse impact of COVID-19 on large venue events. The high-end consumer end
market increased by $3.9 million driven by strength in proximity sensing product
sales. Net sales also benefited from an extra week in fiscal year 2021.

The following table summarizes our net sales by reportable segment:

                                                                          Fiscal Years
(in thousands, except percentages)                         2021                                  2020
                                               Net Sales         % Net Sales         Net Sales         % Net Sales           Change
High-Performance Analog Group                 $ 433,174                 73  %       $ 390,300                 71  %               11  %
System Protection Group                         161,943                 27  %         157,212                 29  %                3  %
Total                                         $ 595,117                100  %       $ 547,512                100  %                9  %


Net sales from our High-Performance Analog Group increased $42.9 million in
fiscal year 2021 versus fiscal year 2020 primarily driven by an approximately
$20 million increase in PON sales, an approximately $17 million increase in data
center demand and an approximately $14 million increase in LoRa-enabled product
sales, partially offset by an approximately $6 million decrease in broadcast
product sales due to the adverse impact of COVID-19 on large venue events. Net
sales from our System Protection Group increased $4.7 million in fiscal year
2021 versus fiscal year 2020 primarily driven by an approximately $7 million
increase in industrial automation and automotive sales, partially offset by
weaker demand for consumer products, including smartphones.

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Gross profit

Fiscal 2022 vs. Fiscal 2021

The following table summarizes our gross profit and gross margin by reportable
segment:

                                                                                       Fiscal Years
(in thousands, except percentages)                                    2022                                       2021
                                                        Gross Profit        

Gross margin Gross profit Gross Margin High Performance Analog Group

                         $     364,594                67.9  %       $     283,668                65.5  %
System Protection Group                                     105,605                51.9  %              81,631                50.4  %

Unallocated costs, including stock-based compensation (4,118)

                            (1,750)
Total                                                 $     466,081                62.9  %       $     363,549                61.1  %


In fiscal year 2022, gross profit increased to $466.1 million from $363.5
million in fiscal year 2021 as a result of higher sales. This increase included
an $80.9 million increase from our High-Performance Analog Group and a $24.0
million increase from our System Protection Group, both of which experienced
higher demand and implemented price increases to offset higher manufacturing
costs during fiscal year 2022. Our gross margin was 62.9% in fiscal year 2022,
compared to 61.1% in fiscal year 2021. Gross margin in our High-Performance
Analog Group was 67.9% in fiscal year 2022, compared to 65.5% in fiscal year
2021 and gross margin in our System Protection Group was 51.9% in fiscal year
2022, compared to 50.4% in fiscal year 2021, reflecting a more favorable product
mix in both of our reportable segments. The majority of the Company's
manufacturing is outsourced, resulting in relatively low fixed manufacturing
costs and variable costs that highly correlate with volume.

Despite the capacity constraints within the industry, we expect overall gross
profit for fiscal year 2023 to benefit from continued revenue growth. We have
increased our inventory levels to try to meet the strong backlog of orders and
higher demand, as well as to minimize the impact of potential supply shortages.

Fiscal 2021 vs. Fiscal 2020

The following table summarizes our gross profit and gross margin by reportable
segment:

                                                                                       Fiscal Years
(in thousands, except percentages)                                    2021                                       2020
                                                        Gross Profit        

Gross margin Gross profit Gross Margin High Performance Analog Group

                         $     283,668                65.5  %       $     259,172                66.4  %
System Protection Group                                      81,631                50.4  %              78,809                50.1  %

Unallocated costs, including stock-based compensation (1,750)

                            (1,297)
Total                                                 $     363,549                61.1  %       $     336,684                61.5  %


In fiscal year 2021, gross profit increased to $363.5 million from $336.7
million in fiscal year 2020. This increase included a $24.5 million increase
from our High-Performance Analog Group and a $2.8 million increase from our
System Protection Group as a result of higher sales. Our gross margin was 61.1%
in fiscal year 2021, compared to 61.5% in fiscal year 2020. Gross margin in our
High-Performance Analog Group was 65.5% in fiscal year 2021, compared to 66.4%
in fiscal year 2020, reflecting a less favorable product mix and higher charges
for inventory reserves. Gross margin in our System Protection Group was 50.4% in
fiscal year 2021, compared to 50.1% in fiscal year 2020, reflecting a more
favorable product mix.

Operating costs and expenses

                                                                          Fiscal Years
(in thousands, except percentages)                         2022                                  2021
                                               Cost/Exp.         % Net Sales         Cost/Exp.         % Net Sales           Change
Selling, general and administrative           $ 168,210                 23  %       $ 162,832                 27  %                3  %
Product development and engineering             147,925                 20  %         117,529                 20  %               26  %
Intangible amortization                           4,942                  1  %           8,265                  1  %              (40) %

Changes in the fair value of contingent
earn-out obligations                                (13)                 -  %             (33)                 -  %              (61) %
Total operating costs and expenses            $ 321,064                 44  %       $ 288,593                 48  %               11  %


Selling, general and administrative expenses

SG&A expenses for fiscal year 2022 increased by $5.4 million primarily driven by
an increase of approximately $3 million in staffing-related costs, including
performance-based compensation.

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Product development and engineering expenses

Product development and engineering expenses for fiscal years 2022 and 2021 were
$147.9 million and $117.5 million, respectively, or an increase of 26%. This
increase reflects an approximately $12 million increase in staffing-related
costs, including performance-based compensation, and an approximately $13
million increase in operating supplies and contracted research, as well as
fluctuations in the timing of development activities. The levels of product
development and engineering expenses reported in a fiscal period can be
significantly impacted, and therefore experience period-over-period volatility,
by the number of new product tape-outs and by the timing of recoveries from
non-recurring engineering services, which are typically recorded as a reduction
to product development and engineering expense.

Intangible amortization

Intangible amortization was $4.9 million and $8.3 million in fiscal years 2022
and 2021, respectively. This decrease was primarily due to certain finite-lived
intangible assets associated with the acquisitions of Gennum Corporation, Triune
Systems, LLC, and AptoVision Technologies, Inc., which became fully amortized
during fiscal year 2021 and certain finite-lived intangible assets associated
with the acquisition of Trackio International AG, which became fully amortized
during fiscal year 2022.

Changes in the Fair Value of Contingent Earnings Obligations

The change in the fair value of conditional price supplements in fiscal year 2022 compared to fiscal year 2021 reflects the difference between the final price supplement targets achieved for Cycleo SAS and the last price supplement payments made.

Interest charges

Interest expense was $5.1 million and $5.3 million for fiscal years 2022 and
2021, respectively. The $0.2 million decrease was primarily related to lower
overall debt levels.

Impairment of investments and provisions for credit losses

In fiscal year 2022, investment impairments and credit loss reserves totaled a
loss of $1.3 million as we increased our credit loss reserves by $1.1 million
for our available-for-sale ("AFS") debt securities consisting of our convertible
debt investments in privately-held companies and recorded a $0.2 million
impairment on one of our non-marketable equity investments. In fiscal year 2021,
investment impairments and credit loss reserves totaled a loss of $6.8 million
as we increased our credit loss reserves by $2.9 million for our AFS debt
securities, in part, due to the adverse impact of COVID-19 on these early-stage
companies, and recorded impairments on five of our non-marketable equity
investments totaling $3.9 million.

Provision for income taxes

We recorded income tax expense of $15.5 million for fiscal year 2022 compared to
income tax expense of $3.4 million for fiscal year 2021. The effective tax rates
for fiscal years 2022 and 2021 were provision rates of 11.0% and 5.4%,
respectively. Our effective tax rate for fiscal year 2022 differs from the
statutory federal income tax rate of 21% primarily due to our regional mix of
income, the impact of tax credits generated, and the recognition of excess tax
benefits related to share-based compensation.

We receive a tax benefit from a tax holiday that was granted in Switzerland. The
tax holiday commenced on January 30, 2017, and was effective for five years (the
"Initial Term"). Since we met certain staffing targets, the holiday has been
extended for an additional five years. The maximum benefit under this tax
holiday is CHF 500.0 million of cumulative after tax profit, which equates to a
maximum potential tax savings of CHF 44.0 million. Once the extended term of the
tax holiday expires or we achieve the maximum benefit, our effective tax rate
could be negatively impacted if we are unable to negotiate an extension or
expansion of the tax holiday. The Swiss Tax Reform that was enacted during
fiscal year 2020 reduces the Swiss Cantonal tax rate, which further increases
the benefit of our Tax Holiday.

As a global organization, we are subject to audit by taxing authorities in
various jurisdictions. To the extent that an audit, or the closure of a statute
of limitations results in adjusting our reserves for uncertain tax positions,
our effective tax rate could experience extreme volatility since any adjustment
would be recorded as a discrete item in the period of adjustment.

For more information on the effective tax rate and the impact of tax law, see note 11 to the consolidated financial statements.

Cash and capital resources

Our capital requirements depend on a variety of factors including, but not
limited to, the rate of increase or decrease in our existing business base; the
success, timing and amount of investment required to bring new products to
market; sales growth or decline; potential acquisitions; the general economic
environment in which we operate; and our ability to generate cash flow from
operations, which are more uncertain as a result of the COVID-19 pandemic and
its impact on the general economy. Our liquidity needs during this uncertain
time will depend on multiple factors, including our ability to continue
operations and production of our products, given the global supply constraints,
the COVID-19 pandemic's effects on our customers, the availability of sufficient
amounts of financing and our operating performance.

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We believe that our cash on hand, cash available from future operations and
available borrowing capacity under our Credit Facility (as defined below) are
sufficient to meet liquidity requirements for at least the next 12 months,
including funds needed for our material cash requirements as described below. As
of January 30, 2022, we had $279.6 million in cash and cash equivalents and
$427.0 million of undrawn capacity on our Credit Facility (as defined below).
Over the longer-term, we believe our strong cash generating business model will
continue to provide adequate liquidity to fund our normal operations, which have
minimal capital intensity. To the extent that we enter into acquisitions or
strategic partnerships, we may be required to raise additional capital through
debt issuances or equity offerings. In addition, we expect to refinance our
Credit Facility ahead of its maturity in November 2024. While we have not had
issues securing favorable financing historically, there is no assurance that we
will be able to refinance or secure additional capital at favorable terms, or at
all in the future.

A meaningful portion of our capital resources, and the liquidity they represent,
are held by our foreign subsidiaries. As of January 30, 2022, our foreign
subsidiaries held approximately $221.9 million of cash and cash equivalents,
compared to $182.9 million at January 31, 2021. In connection with the enactment
of the Tax Cuts and Jobs Act ("Tax Act"), all historic and current foreign
earnings are taxed in the U.S. Depending on the jurisdiction, these foreign
earnings are potentially subject to a withholding tax, if repatriated. As of
January 30, 2022, our historical undistributed earnings of the Company's foreign
subsidiaries are intended to be permanently reinvested outside of the U.S. With
the enactment of the Tax Act, all post-1986 previously unremitted earnings for
which no U.S. deferred tax liability had been accrued were subject to U.S. tax.
Notwithstanding the U.S. taxation of these amounts, we have determined that
$50.0 million of our current foreign earnings will not be permanently
reinvested. As a result, we have established a deferred income tax liability for
the Swiss withholding tax that will be due upon distribution of these earnings.
If we needed to remit all or a portion of our historical undistributed earnings
to the U.S. for investment in our domestic operations, any such remittance could
result in increased tax liabilities and a higher effective tax rate.
Determination of the amount of the unrecognized deferred tax liability on these
unremitted earnings is not practicable.

We expect our future cash uses will be for capital expenditures, repurchases of
our common stock, debt repayment and potentially, acquisitions and other
investments that support achievement of our business strategies. We expect to
fund those cash requirements through our cash from operations and borrowings
against our Credit Facility.

Sources of Liquidity

Operating Cash Flows

Operating cash flows were $203.1 million or 27.4% of net sales in fiscal year
2022 and $118.9 million or 20.0% of net sales in fiscal year 2021. Our
consistently solid profitability and operating cash flow are driven by our
ability to value price for the differentiated technology that we provide, as
well as our fabless business model, which is highly flexible to changes in
customer demand.

Credit facility

On November 7, 2019, we, with certain of our domestic subsidiaries as
guarantors, entered into an amended and restated credit agreement (the "Credit
Agreement") with the lenders party thereto and HSBC Bank USA, National
Association, as administrative agent, swing line lender and letter of credit
issuer in order to provide a more flexible borrowing structure by expanding the
borrowing capacity of the revolving loans under the secured first lien credit
facility ("the Credit Facility") to $600.0 million, eliminating the term loans
and extending the maturity to November 7, 2024.

In fiscal year 2022, we received $20.0 million in proceeds from our Credit
Facility and made payments on our Credit Facility that totaled $28.0 million. In
fiscal year 2021, we made payments on our Credit Facility that totaled $16.0
million. As of January 30, 2022, we had $173.0 million of outstanding borrowings
against our Credit Facility, which had $427.0 million of undrawn borrowing
capacity.

The Credit Agreement provides that, subject to certain customary conditions,
including obtaining commitments with respect thereto, we may request the
establishment of one or more term loan facilities and/or increases to the
revolving loans in a principal amount not to exceed (a) $300.0 million, plus (b)
an unlimited amount, so long as our consolidated leverage ratio, determined on a
pro forma basis, does not exceed 3.00 to 1.00. However, the lenders are not
required to provide such increase upon our request.

Interest on loans made under the Credit Facility in U.S. Dollars accrues, at our
option, at a rate per annum equal to (1) the Base Rate (as defined below) plus a
margin ranging from 0.25% to 1.25% depending upon our consolidated leverage
ratio or (2) LIBOR (determined with respect to deposits in U.S. Dollars) for an
interest period to be selected by us plus a margin ranging from 1.25% to 2.25%
depending upon our consolidated leverage ratio (such margin, the "Applicable
Margin"). The "Base Rate" is equal to a fluctuating rate equal to the highest of
(a) the prime rate of the Administrative Agent, (b) 0.50% above the federal
funds effective rate published by the Federal Reserve Bank of New York and (c)
one-month LIBOR (determined with respect to deposits in U.S. Dollars), plus
1.00%. Interest on loans made under the Credit Facility in Alternative
Currencies accrues at a rate per annum equal to LIBOR (determined with respect
to deposits in the applicable Alternative Currency) (other than loans made in
Canadian Dollars, for which a special reference rate for Canadian Dollars
applies) for an interest period to be selected

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by us plus the Applicable Margin. See "Interest Rate and Credit Risk" under Item
7A of this Annual Report on 10-K for a discussion of the potential impact of the
discontinuation of LIBOR to our outstanding debt and financial results.

During fiscal year 2021, we entered into an interest rate swap agreement to
hedge the variability of interest payments on the first $150.0 million of debt
outstanding under our Credit Facility. The swap has a three-year term and based
on our current leverage ratio as of January 30, 2022, interest payments on the
first $150.0 million of debt outstanding under our Credit Facility are fixed at
1.9775%.

All of our obligations under the Credit Agreement are unconditionally guaranteed
by all of our direct and indirect domestic subsidiaries, other than certain
excluded subsidiaries, including, but not limited to, any domestic subsidiary
the primary assets of which consist of equity or debt of non-U.S. subsidiaries,
certain immaterial non-wholly-owned domestic subsidiaries and subsidiaries that
are prohibited from providing a guarantee under applicable law or that would
require governmental approval to provide such guarantee. The Company and the
guarantors have also pledged substantially all of their assets to secure their
obligations under the Credit Agreement.

No amortization is required with respect to Revolving Loans and we may voluntarily prepay Loans at any time and from time to time without premium or penalty, other than “Break Charges” and customary charges for LIBOR-based loans.

The Credit Agreement contains customary covenants, including limitations on our
ability to, among other things, incur indebtedness, create liens on assets,
engage in certain fundamental corporate changes, make investments, repurchase
stock, pay dividends or make similar distributions, engage in certain affiliate
transactions, or enter into agreements that restrict our ability to create
liens, pay dividends or make loan repayments. In addition, we must comply with
financial covenants, including maintaining a maximum consolidated leverage
ratio, determined as of the last day of each fiscal quarter, of 3.50 to 1.00 or
less, provided that, such maximum consolidated leverage ratio may be increased
to 4.00 to 1.00 for the four consecutive fiscal quarters ending on or after the
date of consummation of a permitted acquisition that constitutes a "Material
Acquisition" under the Credit Agreement, subject to the satisfaction of certain
conditions. As of January 30, 2022, we were in compliance with the covenants in
our Credit Agreement.

The Credit Agreement also contains customary provisions pertaining to events of
default. If any event of default occurs, the obligations under the Credit
Agreement may be declared due and payable, terminated upon written notice to us
and existing letters of credit may be required to be cash collateralized.

On August 11, 2021, we entered into an amendment to the Credit Agreement in
order to, among other things, (i) provide for contractual fallback language for
LIBOR replacement to reflect the Alternative Reference Rates Committee hardwired
approach and (ii) incorporate certain provisions that clarify the rights of the
administrative agent to recover from lenders or other secured parties erroneous
payments made to such lenders or secured parties.

Intended uses of liquidity

Capital expenditure and research and development

We incur significant expenditures in order to fund the development, design and
manufacture of new products. We intend to continue to focus on those areas that
have shown potential for viable and profitable market opportunities, which may
require additional investment in equipment and the hiring of additional design
and application engineers aimed at developing new products. Certain of these
expenditures, particularly the addition of design engineers, do not generate
significant payback in the short-term. We plan to finance these expenditures
with cash generated by our operations and our existing cash balances.

Purchases under our share buyback program

We currently have in effect a stock repurchase program that was initially
approved by our Board of Directors in March 2008. On March 11, 2021, our Board
of Directors approved the expansion of the stock repurchase program by an
additional $350.0 million. This program represents one of our principal efforts
to return value to our stockholders. During fiscal years 2022 and 2021, we
repurchased shares of common stock under this program for $129.7 million and
$71.4 million, respectively. As of January 30, 2022, we had repurchased $539.0
million in shares of our common stock under the program since inception and the
remaining authorization under the program was $259.4 million. We intend to fund
repurchases under the program from cash on hand and borrowings on our Credit
Facility. We have no obligation to repurchase any shares under the program and
may suspend or discontinue it at any time.

Operating leases

We have operating leases for real estate, vehicles, and office equipment with
remaining lease terms of up to eight years, some of which include options to
extend the leases for up to three years, and some of which include options to
terminate the leases within one year. Our operating lease liabilities totaled
$20.6 million and $17.1 million as of January 30, 2022 and January 31, 2021,
respectively.

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Purchase commitments

Capital purchase commitments and other open purchase commitments are for the
purchase of plant, equipment, raw materials, supplies and services. They are not
recorded liabilities in our Consolidated Balance Sheets as of January 30, 2022,
as we have not yet received the related goods or taken title to the goods or
received services. As of January 30, 2022, we had $3.7 million in open capital
purchase commitments and $97.9 million in other open purchase commitments.

Compensation and defined benefit plans

We maintain a deferred compensation plan for certain officers and key executives
that allow participants to defer a portion of their compensation for future
distribution at various times permitted by the plan. Our liability for deferred
compensation under this plan was $45.2 million and $41.0 million as of
January 30, 2022 and January 31, 2021, respectively, and is included in accrued
liabilities and other long-term liabilities in the Consolidated Balance Sheets.
The plan provides for a discretionary Company match up to a defined portion of
the employee's deferral, with any match subject to defined conditions.

We have purchased whole life insurance on the lives of certain of our current
and former deferred compensation plan participants. This corporate-owned life
insurance is held in a grantor trust and is intended to cover a majority of the
costs of our deferred compensation plan. The cash surrender value of our
corporate-owned life insurance was $35.2 million and $27.6 million as of
January 30, 2022 and January 31, 2021, respectively, and is included in other
assets in the Consolidated Balance Sheets. The increase in the cash surrender
value of the corporate-owned life insurance as of January 30, 2022 compared to
January 31, 2021 was related to an overall increase in market value and $6.0
million of premiums paid in order to provide substantive coverage for the
Company's deferred compensation liability.

We maintain defined benefit pension plans for the employees of our Swiss subsidiaries and our French subsidiary. Expected future payments under these plans total $23.3 million from January 30, 2022.

The liability associated with vested, but unsettled restricted stock awards that
are to be settled in cash totaled $11.5 million and $14.0 million as of
January 30, 2022 and January 31, 2021, respectively, and was included in "Other
long-term liabilities" in the Balance Sheets.

Working capital

Working capital, defined as total current assets less total current liabilities,
fluctuates depending on end-market demand and our effective management of
certain items such as receivables, inventory and payables. In times of
escalating demand, our working capital requirements may increase as we purchase
additional manufacturing materials and increase production. In addition, our
working capital may be affected by potential acquisitions and transactions
involving our debt instruments. Although investments made to fund working
capital will reduce our cash balances, these investments are necessary to
support business and operating initiatives. Our working capital, excluding cash
and cash equivalents, was $94.3 million and $96.3 million as of January 30, 2022
and January 31, 2021, respectively. Our working capital, including cash and cash
equivalents and the current portion of long-term debt, was $373.9 million and
$365.2 million as of January 30, 2022 and January 31, 2021, respectively.

Cash flow

One of our primary goals is to improve the cash flows from our existing business
activities. Additionally, we will continue to seek to maintain or improve our
existing business performance and deploy our accumulated cash balances in the
most effective manner through alternatives such as capital expenditures, and
potentially, acquisitions and other investments that support achievement of our
business strategies. Acquisitions may be made for either cash or stock
consideration, or a combination of both.

In summary, our cash flows for each period were as follows:

                                                                Fiscal 

years

(in thousands)                                              2022           

2021

Net cash provided by operating activities                $ 203,123      $ 

118,930

Net cash used in investing activities                      (40,316)       

(42,909)

Net cash used in financing activities                     (152,097)      

(100,454)

Net increase (decrease) in cash and cash equivalents $10,710 ($24,433)


Operating Activities

Net cash from operating activities is determined by net income, adjusted for non-cash items and fluctuations in operating assets and liabilities.

Operating cash flow for fiscal year 2022 compared to fiscal year 2021 was favorably impacted by a 24.5% increase in revenue and unfavorably by a $12.0 million gradual increase in inventory expenditure, a $30.4 million
increased product development and engineering expenses due to higher personnel costs, increased operating supplies and

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research and development activity schedule fluctuations, and a $5.4 million increased SG&A expenses due to higher personnel costs.

Investing activities

Net cash used in investing activities is primarily attributable to capital
expenditures, purchases of investments and premiums paid for corporate-owned
life insurance, net of proceeds from sales of property, plant and equipment and
proceeds from sales of investments. Investing activities are also impacted by
acquisitions, net of any cash received, if applicable.

Capital expenditures were $26.2 million and $32.7 million in fiscal years 2022
and 2021, respectively, as we made significant investments to update and expand
our production capabilities.

In fiscal 2022 and 2021, we paid $8.2 million and $10.9 millionrespectively, for strategic investments, including investments in companies that enable the LoRa and LoRaWAN® based ecosystem.

In fiscal year 2022, we paid $6.0 million for premiums on corporate-owned life
insurance in order to provide substantive coverage for our deferred compensation
liability.

Financing Activities

Net cash used in financing activities is primarily attributable to repurchases
of our common stock, payments related to employee share-based compensation
payroll taxes and payments on our Credit Facility, offset by proceeds from our
Credit Facility and proceeds from stock option exercises.

In fiscal year 2022, we paid $19.4 million for employee share-based compensation
payroll taxes and received $5.3 million in proceeds from the exercise of stock
options, compared to payments of $21.5 million for employee share-based
compensation payroll taxes and proceeds of $8.5 million from the exercise of
stock options in fiscal year 2021. We do not directly control the timing of the
exercise of stock options. Such exercises are independent decisions made by
grantees and are influenced most directly by the stock price and the expiration
dates of stock option awards. Such proceeds are difficult to forecast, resulting
from several factors which are outside our control. We believe that such
proceeds will remain a nominal source of cash in the future.

Critical accounting estimates

We prepare our consolidated financial statements in accordance with GAAP. In
doing so, we have to make estimates and assumptions that affect our reported
amounts of assets, liabilities, revenues, and expenses, as well as related
disclosure of contingent assets and liabilities. Accordingly, actual results
could differ materially from our estimates. We consider an accounting policy to
be a "critical accounting policy and estimate" if: (1) we must make assumptions
that were uncertain when the judgment was made, and (2) changes in the estimate
assumptions or selection of a different estimate methodology could have a
significant impact on our financial position and the results that we report in
our consolidated financial statements. While we believe that our estimates,
assumptions, and judgments are reasonable, they are based on information
available when the estimate was made. We believe the following represent our
most significant accounting estimates:

•Inventories - We value our inventory at the lower of cost or net realizable
value, which requires us to make estimates regarding potential obsolescence or
lack of marketability. We reduce the basis of our inventory due to changes in
demand or change in product life cycles. The estimation of customer demand
requires management to evaluate and make assumptions of the impact of changes in
demand or changes in product life cycles on current sales levels. Our write-down
to net realizable value at the end of fiscal year 2022 and 2021 represented
27.5% and 26.3% of gross inventory, respectively. Based on fiscal year 2022
ending inventory, an increase in the write-down by one percent of gross
inventory would decrease net inventory and increase cost of goods sold by $1.6
million.

•Revenue recognition - Net sales reflect the transaction prices for contracts,
which include units shipped at selling prices reduced by variable consideration.
Determination of variable consideration requires judgment by us and includes
expected sales returns and other price adjustments. Variable consideration is
estimated using the expected value method considering all reasonably available
information, including our historical experience and our current expectations,
and is reflected in the transaction price when sales are recorded. In fiscal
year 2022, net sales were reduced by $21.0 million in estimated variable
consideration, or 2.8% of gross revenue. In fiscal year 2021, net sales were
reduced by $18.1 million in estimated variable consideration, or 3.0% of gross
revenue. If variable consideration were estimated to be one percent higher,
fiscal year 2022 revenue would have decreased by $7.6 million.

•Income taxes - The identification and measurement of deferred tax assets and
liabilities and the provisional estimates associated with applicable tax laws
require a high degree of judgment and interpretation of tax laws in the U.S. and
several other foreign jurisdictions. We use judgment in estimating whether or
not our deferred tax assets will ultimately be realized, expected outcomes of
audits and likelihood of our tax positions being sustained, forecasted earnings
and available tax planning strategies.

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•Goodwill - We perform a goodwill impairment assessment on an annual basis,
during the fourth quarter of each fiscal year, or more frequently if indicators
of impairment exist. The analysis may include both qualitative factors, such as
the industry and macro-economic environment, and quantitative assessments, both
of which typically require a significant amount of judgment. Other significant
estimates include market segment growth rates, assumed market share, estimated
costs and discount rates based on the reporting unit's weighted average cost of
capital. No impairment of goodwill has been recorded over the past three fiscal
years.

New Accounting Standards

The new accounting standards are described in Note 2 to the consolidated financial statements.

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