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目錄
美國
證券交易委員會
華盛頓特區 20549
______________________________________________________________________________________________________
表格 10-Q
______________________________________________________________________________________________________
根據1934年證券交易法第13或15(d)條款的季度報告。
截至2024年6月30日季度結束 2024年9月28日
根據1934年證券交易法第13或15(d)條款的過渡報告
轉變期從               到               。
委員會文件編號 000-49602
______________________________________________________________________________________________________
synaptics 公司
(依憑章程所載的完整登記名稱)
______________________________________________________________________________________________________
特拉華州77-0118518
(依據所在地或其他管轄區)
的註冊地或組織地點)
(國稅局雇主識別號碼)
識別號碼)
1109 McKay Drive
聖荷西, 加利福尼亞州 95131
(總執行辦公室地址) (郵政編碼)
(408) 904-1100
(註冊人的電話號碼,包括區號)
______________________________________________________________________________________________________
根據法案第12(b)條規定註冊的證券:
每種類別的名稱交易符號每個註冊交易所的名稱
普通股,每股面值$0.001SYNA納斯達克全球精選市場
標示勾選以指示登記人(1)是否已在過去12個月內(或登記人被要求提交該等報告的更短期間內)按照1934年證券交易法第13條或第15(d)條的規定提交所有要提交的報告,並且(2)在過去90天內一直受到該等提交要求的約束。   沒有
請勾選是否申報人在過去12個月內(或申報人需要提交該等檔案的更短期間內)已根據法規S-t條例第405條(本章節第232.405條)的要求,向規定提交每一份互動資料檔案。   
請勾選相應的選項,表明公司是否屬於大型快速申報人、快速申報人、非快速申報人、小型報告公司或新興成長型公司。請參見交易所法案第1202條中“大型快速申報人”、“快速申報人”、“小型報告公司”和“新興成長型公司”的定義。
大型加速歸檔人
加速歸檔人
非加速歸檔人小型報告公司
新興成長型企業
如果一家新興成長公司,請打勾表示該公司已選擇不使用符合《交易所法》第13(a)條的進階過渡期,以遵守任何新的或修訂的財務會計準則。
標示是否該登記機構是空殼公司(依據交易所法規120億2條的定義)。 是 ☐ 否
截至2024年10月31日,公司有 40,058,435 股普通股已發行。


目錄
synaptics INCORPORATED
第九表格季度報告
2024年9月28日結束的季度
目錄
頁面


目錄
第一部分 - 財務資訊
項目1. 簡明綜合財務報表(未經核數)
synaptics及其附屬公司
縮表合併資產負債表
(以百萬為單位,除每股帳面價值和股份數量外)
(未經審計)
九月六月
20242024
資產
流動資產:
現金及現金等價物$853.6 $876.9 
應收帳款淨額135.8 142.4 
存貨淨值119.6 114.0 
預付費用及其他流動資產30.9 29.0 
全部流動資產1,139.9 1,162.3 
物業及設備,扣除折舊後淨值79.5 75.5 
商譽816.4 816.4 
取得之無形資產淨額263.8 288.4 
递延所得税資產 358.4 345.6 
非流動其他資產133.2 136.8 
資產總額$2,791.2 $2,825.0 
負債及股東權益
當前負債:
應付賬款$83.3 $87.5 
應計薪酬28.2 27.4 
其他應計負債136.4 156.3 
長期債務的當期償還6.0 6.0 
流動負債合計253.9 277.2 
長期負債965.9 966.9 
其他長期負債104.1 114.1 
總負債1,323.9 1,358.2 
股東權益:
優先股:
$0.001 面額為0.0001; 10,000,000 授權股份為 股份發行及流通
  
普通股:
$0.001 面額為0.0001; 120,000,000 股份已授權 70,165,57169,683,991 發行股份,
40,049,13239,567,552 資產2024年9月和2024年6月分別為流通股數。
0.1 0.1 
資本公積額額外增資1,130.6 1,107.0 
庫藏股: 30,116,439 2024年9月和2024年6月購買的普通股,成本
(878.0)(878.0)
保留收益1,214.6 1,237.7 
股東權益總額1,467.3 1,466.8 
負債總額及股東權益合計$2,791.2 $2,825.0 
請參閱簡明綜合財務報表(未經審核)附註
3

目錄
synaptics 公司及其附屬公司
綜合營業損益匯縮陳述
(以百萬計,每股資料除外)
(未審核)
結束於三個月的期間
九月
20242023
營業收入$257.7 $237.7 
營業成本 136.8 130.6 
毛利率120.9 107.1 
營業費用:
研發費用81.3 86.5 
銷售、一般及管理費用50.0 42.3 
取得的無形資產攤銷3.8 5.5 
重組成本14.2 8.0 
營業費用總計149.3 142.3 
營業虧損(28.4)(35.2)
利息及其他費用,淨額(5.9)(5.4)
營業稅前損失(稅前利益)(34.3)(40.6)
(稅前利益)(11.2)15.0 
淨損失$(23.1)$(55.6)
每股淨損失:
基礎$(0.58)$(1.43)
稀釋$(0.58)$(1.43)
用於計算淨虧損的股份:
基礎39.838.8
稀釋39.838.8
請參閱簡明綜合財務報表(未經審核)附註
4

目錄
synaptics 公司及其附屬公司
綜合損益簡明合併財務報表
(以百萬為單位)
(未經審計)
結束於三個月的期間
九月
20242023
淨損失$(23.1)$(55.6)
可供出售金融資產的未實現收益 0.1 
全面損失$(23.1)$(55.5)
請參閱簡明綜合財務報表(未經審核)附註
5

目錄
synaptics 公司及其附屬公司
股東權益簡明合併財務報表
(以百萬計,股份除外)
(未經審計)




普通股
股份金額
資本公積金
庫藏股
保留收益
股東總數
股權
2024年6月結餘69,683,991$0.1 $1,107.0 $(878.0)$1,237.7 $1,466.8 
淨損失— — — — (23.1)(23.1)
發行普通股作為基於股票為獎勵的補償計劃481,580— 7.7 — — 7.7 
與基於股票為獎勵的清算相關的薪資稅— (11.3)— — (11.3)
基於股份的報酬— 27.2 — — 27.2 
2024年9月結餘70,165,571$0.1 $1,130.6 $(878.0)$1,214.6 $1,467.3 
請參閱簡明綜合財務報表(未經審核)附註













6

目錄
synaptics 公司及其附屬公司
股東權益簡明合併財務報表
(以百萬計,股份除外)
(未經審計)




普通股
股份金額
資本公積金
庫藏股
其他累積額
綜合收益
保留收益
股東總數
股權
2023年6月結餘68,687,511$0.1 $1,009.2 $(878.0)$ $1,112.1 $1,243.4 
淨損失— — — — (55.6)(55.6)
其他綜合收益— — — 0.1 — 0.1 
發行普通股作為基於股票為獎勵的補償計劃612,283— 8.5 — — — 8.5 
與基於股票為獎勵的清算相關的薪資稅— (25.3)— — — (25.3)
基於股份的報酬— 33.2 — — — 33.2 
2023年9月結餘69,299,794$0.1 $1,025.6 $(878.0)$0.1 $1,056.5 $1,204.3 


請參閱簡明綜合財務報表(未經審核)附註
7


synaptics 公司及其附屬公司
簡明合併現金流量表 (未經審計)
(以百萬為單位)
(未經審計)
結束於三個月的期間
九月
20242023
來自經營活動的現金流量
淨損失$(23.1)$(55.6)
調整後的淨損益:
股份基於報酬成本27.2 33.2 
折舊與攤提7.2 7.2 
取得的無形資產攤銷24.6 23.3 
递延税款(15.0)(1.1)
其他3.5 12.6 
營運資產和負債的變動,收購以外的淨變動:
應收帳款淨額6.6 53.6 
存貨淨值(4.6)(6.8)
預付費用及其他流動資產(1.9)(4.8)
其他資產3.4 0.9 
應付賬款(6.3)16.7 
應計薪酬0.7 (22.0)
其他應計負債(33.7)(11.8)
營運活動產生的淨現金流量(11.4)45.4 
投資活動產生的現金流量
從投資到期收益 3.2 
購買短期投資 (16.6)
購買不動產和設備(9.1)(6.7)
購置無形資產 (13.5)
無形資產預付款 (116.5)
投資活動中使用的淨現金(9.1)(150.1)
財務活動中的現金流量
股份發行所得7.7 8.5 
與基於股票為獎勵的清算相關的薪資稅(11.3)(25.3)
償還債務(1.5)(3.0)
其他1.6 1.7 
籌集資金的淨現金流量(3.5)(18.1)
匯率變動對現金及現金等價物的影響0.7 (0.6)
現金及現金等價物淨減少額(23.3)(123.4)
期初現金及現金等價物876.9 924.7 
現金及現金等價物期末餘額$853.6 $801.3 
請參閱簡明綜合財務報表(未經審核)附註
8

目錄
synaptics 公司及其附屬公司
基本報表註
(未經審計)

1. 報表根據呈報基礎和合併原則編制。
附帶的未經審核的簡明合併基本報表已根據證券交易委員會(SEC)和美國通用會計原則(US GAAP)的法規和規則準備。 根據SEC的法規和規則,根據US GAAP準備的基本報表通常包含的某些信息或腳註披露已被壓縮或省略。 我們認為,基本報表已調整,調整屬於正常且經常性質,並為對呈現中間期間結果的公正呈現所必需。 中間期間運營結果並不一定代表整個財政年度或任何將來期間的運營結果。 這些基本報表應與我們截至2024年6月29日財政年度年報中包含的審核綜合基本報表和相關附註一同閱讀。
綜合總基本報表包括我們的基本報表和全資子公司的基本報表。所有重大公司間的餘額和交易均在合併時被消除。為了符合當年度的呈現,特定的金額已對之前年度進行了重新分類。
我們的財政年度以截止於每年6月最後一個星期六的52週或53週期間為結束日。我們的2025財政年度是截至2025年6月28日的52週期,而我們的2024財政年度是截至2024年6月29日的53週期。在本報告中呈現的財政期分別為結束於2024年9月28日和2023年9月30日的13週和14週期。為了方便起見,隨附的簡明綜合財務報表已按照所有提出期間的日歷季度結束日期展示,除非另有說明。
估計的使用
根據美國GAAP準則編製合併基本報表,需要我們做出影響資產、負債、營業收入、費用以及相關揭露的概估和判斷。我們定期評估我們的概估,包括但不限於與營業收入認列、信用損失準備、營業成本、存貨、採購承諾損失、產品保固、應計負債、股份報酬成本、所得稅準備金、透過其他項目損益調整的評估準備金、不確定的稅務立場、商譽、無形資產、投資和損失計提有關的概估。我們的概估基於歷史經驗、當期發展情形、適用法律和法規,以及我們認為在當前情況下是合理的各種其他假設,這些概估的結果形成了對於非直接顯現於其他來源的資產和負債的帶有人為判斷依據。實際結果可能因在不同假設或情況下而與這些概估存在差異。
最近發布的會計準則
2023年11月,財務會計準則委員會("FASB")發布了會計準則修訂("ASU")No. 2023-07,“分部報告:改進可報告分部披露”。該指引要求對年度和中期基礎披露增量分部信息。本修訂對我們截至2025年6月的財政年度和截至2026年6月的財政年度內的中期時段生效。我們目前正在評估該指引對我們披露的影響。
2023年12月,FASB發布ASU No. 2023-09“所得稅:所得稅披露改進”,該指引要求對稅率調解和按司法 管轄區支付的所得稅披露的信息進行統一分類和更細分。這一修訂對我們截至2026年6月的財政年度生效。我們目前正在評估此指引對我們披露的影響。
2. 營收認證
當我們將承諾的商品或服務的控制權轉讓給客戶,並且反映我們預期為該等商品或服務收取的酬勞時,營業收入被確認。我們的大部分營業收入,除了一小部分不重要的金額外,在貨物裝運或交付後某一時間點被確認,視乎客戶條款和條件。
我們的知識產權,或IP的權利,要麼出售給客戶,要麼許可給客戶。從我們的IP許可獲取營業收入取決於每項協議的性質和條款。如果在協議下沒有實質性未來履行義務,我們則在交付IP後確認從IP許可中獲取的營業收入。基於銷售的或
9

目錄
synaptics 公司及其附屬公司
基本報表註
(未經審計)
基於使用的專利權的使用權利金是在銷售或使用發生的期間之後認識,或者已分配給某些或所有基於銷售或使用的權利金的履行義務的滿意時。
我們的應收帳款餘額來自與客戶的合同,代表我們對客戶採取的無條件收款權。到目前為止,尚未有任何重大信用損失記錄在應收帳款上。 在2024年9月和2024年6月時,我們的壓縮綜合賬面上登記的合同資產分別為$百萬。合同資產被列為預付費用及其他流動資產之一部分。1.5 百萬美元和1.2 百分之之合同資產被列為預付費用及其他流動資產之一部分。
合約負債和退款負債分別於2024年9月份為$4.4 百萬美元和49.6 百萬,分別於2024年6月份為$14.7 百萬美元和43.5 百萬。合約負債和退款負債均以顧客責任的形式於附註10資產負債表元件中呈現。在截至2024年9月和2023年9月的三個月內,我們相應於合同負債認可的營業收入分別為$12.6 百萬美元和2.4 百萬,該收入尚未於每個財務季度開始時結清。
營業收入根據客戶位置和產品類別細分的地理區域分解數據載於附註15。部門、客戶和地理資訊。
3. 每股淨虧損
基本和稀釋每股淨損的計算如下(以百萬為單位,除每股數據外):
結束於三個月的期間
九月
20242023
分子:
淨損失$(23.1)$(55.6)
分母:
基本股份39.8 38.8 
稀釋薪酬股份獎懲效應  
稀釋股份39.8 38.8 
每股淨損失:
基礎$(0.58)$(1.43)
稀釋$(0.58)$(1.43)
我們每個期間所呈現的基本每股淨虧損金額是根據普通股的加權平均股數計算,$的票面價值,或是在衡量期間內持續存在的普通股。0.001 我們每個期間所呈現的稀釋每股淨收益金額包括潛在稀釋股的加權平均效應。我們使用“庫藏股票”方法來判斷我們的期權,限制性股票單位或RSUs,市場股票單位或MSUs和績效股票單位或PSUs的稀釋效應。潛在稀釋股份的效應會導致反稀釋的股份被排除在稀釋每股淨虧損的計算之外。
4. 無形資產的預付款
在2024財年第一季,我們支付了總金額為$百萬給博通科技("博通")用於許可開發的科技產品,以及延長先前於2020年7月從博通許可的某些科技的排他性期限。130.0 在2024財年第一季,我們支付了總金額為$百萬給博通科技("博通")用於許可開發的科技產品,以及延長先前於2020年7月從博通許可的某些科技的排他性期限。 在2024財年第一季,我們支付了總金額為$百萬給博通科技("博通")用於許可開發的科技產品,以及延長先前於2020年7月從博通許可的某些科技的排他性期限。 在2024財年第一季,我們支付了總金額為$百萬給博通科技("博通")用於許可開發的科技產品,以及延長先前於2020年7月從博通許可的某些科技的排他性期限。 三年期間相對於S&P 500 IT板塊指數進行度量,有潛在購股%的帶有TSR數據量度的PSUs 延長為獲得獨家許可先前取得的開發的科技無形資產的期限。未經控制的剩餘科技產品的公允價值為$42.5 百萬美元,我們尚未取得控制權,屬於無形資產的預付款,並列於我們的合併資產負債表的其他非流動資產內。
10

目錄
synaptics 公司及其附屬公司
基本報表註
(未經審計)
5. 存貨
存貨按成本(先進先出法)或淨實現值中的較低者列示,包括以下項目(以百萬計):
九月六月
20242024
原材料和在製品$68.6 $69.5 
成品51.0 44.5 
$119.6 $114.0 
存貨以標準成本記錄,該成本大致等於根據先進先出法計算的實際成本。如果需要,我們將記錄一項減損來將存貨的攤銷值降低至淨可變現價值。這樣的減值將在相關存貨建立新的成本基礎,我們在隨後不再將其抬高。我們還記錄負債,並對應訂單訂購來自代工廠商的存貨在顧客延遲、訂單取消或其他因素導致損失變得可能時,對成本費用估計的損失。影響我們估計的因素包括:客戶訂單的更改或取消、需求的意外或急劇下降、產品技術的快速改進、技術進步,以及原始設備製造商或OEM客戶對任何使用我們的產品解決方案的產品提供的終止或更改。
6. 現金及現金等價物
以下表格總結了我們2024年9月和2024年6月的現金及現金等價物按類別(以百萬計)。
2024年9月2024年6月
攤銷後成本未實現損失公平價值攤銷後成本未實現損失 公平價值
現金$554.9 $ $554.9 $238.4 $ $238.4 
現金等價物:
貨幣市場基金265.7  265.7 600.4  600.4 
存款證明33.0  33.0 38.1  38.1 
現金及現金等價物總額$853.6 $ $853.6 $876.9 $ $876.9 
7. 公允價值衡量
我們根據公允價值層次來判斷公允價值,該層次要求實體最大程度地利用可觀察輸入,並將在衡量公允價值時最小化不可觀察輸入的使用。公允價值被定義為在衡量日期市場參與者之間的有序交易中賣出資產或支付轉移責任將收到的價格。公允價值假定賣出資產或轉移責任的交易發生在該資產或責任的主要或最有利市場上,並確定資產或責任的公允價值應基於市場參與者在定價資產或責任時將使用的假設來確定。根據層次將金融資產或責任的分類分為最大程度影響公允價值衡量的最低級別輸入。公允價值層次將輸入分為三個可能用於衡量公允價值的層次。
一級 - 資產或負債的估值基於在活躍市場上的未經調整相同資產或負債的報價價格。
二級 – 評估是基於在活躍市場中類似資產和負債的報價價格,或對該資產或負債是可觀察的其他輸入,無論是直接還是間接地,對於財務工具的全部期限都是顯性的。
11

目錄
synaptics 公司及其附屬公司
基本報表註
(未經審計)
第3級 - 估值基於對於公平價值衡量具有重要意義的其他不可觀察輸入。
我們的一級金融工具在活躍市場交易,其公允價值基於相同工具的報價市場價格。我們的二級固收證券的公允價值是從獨立價格服務獲得的,可能使用相同或可比工具的報價市場價格,或者使用可觀察市場數據或由可觀察市場數據證實的模型驅動估值。我們的可交易證券由質押人持有,後者從第三方定價提供者獲得投資價格,並將標準輸入納入各種資產價格模型。
截至2024年9月和2024年6月,以重複性基礎計量的金融資產按公允價值計量彙總如下(數字單位:百萬):
2024年9月2024年6月
一級二級總計(1)一級二級總計(1)
資產:
現金等價物:
貨幣市場基金$265.7 $ $265.7 $600.4 $ $600.4 
存款證明 33.0 33.0  38.1 38.1 
資產總額$265.7 $33.0 $298.7 $600.4 $38.1 $638.5 
(1)不包括 $554.9 百萬美元和238.4 截至2024年9月和2024年6月,我們的銀行帳戶中分別持有約幣百萬。 在所呈現的期間中,我們沒有任何需要進行第3級衡量的財務資產。
財務工具未按重複性基礎記錄公正價值
我們將我們的金融工具報告為公允價值,例外為《附注12.債務》所定義的償還票據和週期貸款計劃。償還票據和週期貸款計劃的估計公允價值是基於所呈現期間最後交易日的償還票據和週期貸款計劃的交易價格判斷。我們使用二級評估準則來確定我們的償還票據和週期貸款計劃的公允價值,因為它們在市場上沒有活躍交易。
所述期間內老年票據和長期貸款機構之攜帶金額和估計公允價值如下(以百萬計):
2024年9月2024年6月
攜帶金額預估公允價值攜帶金額預估公允價值
到期日期為2029年的債券(即“2029債券”)
$396.4 $375.6 $396.3 $359.6 
到期日為2028年的條款貸款設施
575.5 575.1 576.6 577.0 
$971.9 $950.7 $972.9 $936.6 
12

目錄
synaptics 公司及其附屬公司
基本報表註
(未經審計)
8. 商譽及已取得之無形資產淨額
商譽
商譽代表企業組合中購買價格超過淨有形和可識別無形資產公允價值的差額。截至2024年9月和2024年6月止三個月的商譽帳面價值為$816.4百萬。
收購無形資產淨值
下表摘要了在百萬美元中,除了完全攤銷的無形資產外的淨攜帶金額,平均使用年限以年計算。
 2024年9月2024年6月
 加權平均
有效年限
毛攜帶
價值
累計
攤提費用是由公司研發費用中所列示。
淨攜帶
價值
毛攜帶
價值
累計
攤提
淨攜帶
價值
音頻和視頻科技5.6$231.9 $(181.3)$50.6 $231.9 $(175.5)$56.4 
客戶關係4.1158.2 (137.8)20.4 158.2 (134.1)24.1 
無線連接技術5.5245.5 (101.6)143.9 245.5 (90.1)155.4 
視訊介面科技3.4133.0 (88.4)44.6 133.0 (85.2)47.8 
其他5.126.1 (21.9)4.2 26.1 (21.4)4.7 
收購的無形資產總額4.9$794.7 $(530.9)$263.8 $794.7 $(506.3)$288.4 
自2024年6月起,某些無形資產已重新分類以符合當前期間的呈現方式,並列於上表中的其他項目。
已取得無形資產的總攤銷費用為$24.6 百萬美元和23.3 分別為截至2024年9月和2023年9月的三個月,分別為百萬美元。
截至2024年9月和2023年9月結束的三個月內,我們的簡明合併營運報表中分別包括了營業成本中的攤銷費用美元。20.8 百萬美元和17.8 在我們的簡明合併營運報表中,攤銷費用中的一部分分別包括在營業收入成本內;其餘部分則包括在獲得的無形資產攤銷中。
以下表格顯示截至2024年9月的預估未來攤銷費用,以百萬為單位,其中包括獲得的可攤銷無形資產。
財政年度
2025年剩餘部分$73.3 
202684.8 
202750.0 
202833.9 
202915.5 
此後6.3 
未來攤提$263.8 
9. 租賃
我們的租約主要包括全球辦公室和研發設施,所有都歸類為營運租賃。某些租約包括我們自行決定的續約選擇權。這些租約的到期日期分佈在截至2034年度的各個日期,其中一些包括延長租約的選擇權。 七年。截至九月結束的三個月
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目錄
synaptics 公司及其附屬公司
基本報表註
(未經審計)
2024年和2023年9月,我們記錄了約 $ 的營運租賃支出。3.2 百萬美元和2.9 百萬,相應地。我們的短期租賃並不重要,並且我們沒有融資租賃。
截至2024年9月和2024年6月,租賃的元件如下(以百萬計):
九月六月
20242024
營運租賃權使用資產$47.2 $46.8 
營業租賃負債$11.1 $11.5 
長期營業租賃負債38.637.9
總經營租賃負債$49.7 $49.4 
與租約相關的補充現金流資訊,包括來自收購的資訊如下(單位:百萬):
結束於三個月的期間
九月
20242023
租賃支付的現金包括在營運現金流中$4.2 $2.3 
與取得使用權資產相關的租賃負債補充非現金資訊$3.5 $1.2 
截至2024年9月,加權平均剩餘租賃期為 6.33 年,加權平均折扣率為 5.34%.
營運租賃負債的未來最低租金支付如下(以百萬計):
財政年度業務
租賃
支付
2025年剩餘部分$10.0 
202611.4 
20278.7 
20287.1 
20296.1 
此後15.0 
未來營運租賃支付的最低總額58.3 
減:利息(8.6)
租賃負債總額$49.7 
10. Balance Sheet Components
Accounts receivable, net, consisted of the following (in millions):
SeptemberJune
20242024
Accounts receivable$140.0 $146.6 
Less: Allowance for credit losses(4.2)(4.2)
$135.8 $142.4 
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SYNAPTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Other non-current assets consisted of the following (in millions):
SeptemberJune
20242024
Prepayment of intangible assets$42.5 $42.5 
Right-of-use assets47.2 46.8 
Other43.5 47.5 
$133.2 $136.8 
Other accrued liabilities consisted of the following (in millions):
SeptemberJune
20242024
Customer obligations$54.0 $58.2 
Inventory obligations7.4 5.6 
Operating lease liabilities11.1 11.5 
Income taxes payable17.3 42.2 
Other46.6 38.8 
$136.4 $156.3 
Other long-term liabilities consisted of the following (in millions):
SeptemberJune
20242024
Operating lease liabilities$38.6 $37.9 
Deferred tax liabilities25.7 27.9 
Income taxes payable25.0 27.8 
Other14.8 20.5 
$104.1 $114.1 
11. Indemnifications and Contingencies
Indemnifications
We have entered into indemnification agreements with our officers and directors. In addition, in connection with certain agreements, we are obligated to indemnify the counterparty against third party claims alleging infringement of certain intellectual property rights by us. Maximum potential future payments under these agreements cannot be estimated because these agreements generally do not have a maximum stated liability. Historical costs related to these indemnification provisions have not been significant. However, we will accrue for any losses related to these indemnification agreements when it is both probable that we will incur the loss and we can reasonably estimate the amount of the loss or range of loss. During the three months ended September 2024, we recorded an estimated liability of $2.2 million related to our proportionate share of an indemnity obligation to defend a counterparty against a third party claim alleging infringement of certain intellectual property rights.
Contingencies
We have in the past, and may in the future, receive notices from third parties that claim our products infringe their intellectual property rights. We cannot be certain that our technologies and products do not, and will not, infringe issued patents or other proprietary rights of third parties.
Any infringement claims, with or without merit, could result in significant litigation costs and diversion of management and financial resources, including the payment of damages, which could have a material adverse effect on our business, financial condition, and results of operations.
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SYNAPTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Legal Proceedings
From time to time, we are subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business. While we currently believe that resolving claims against us, individually or in the aggregate, will not have a material adverse impact on our business, financial condition, or results of operations, these matters are subject to inherent uncertainties and our view of these matters may change in the future. We accrue for loss contingencies when it is both probable that we will incur the loss and we can reasonably estimate the amount of the loss or range of loss.
12. Debt
Senior Notes
On March 11, 2021, we completed an offering of $400.0 million aggregate principal amount of 4.0% senior notes due 2029, or the Senior Notes, in a private offering. The Senior Notes were issued pursuant to an indenture, dated as of March 11, 2021, or the Indenture, by and among our company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee.
The Indenture provides that the Senior Notes will bear interest at a rate of 4.0% per annum, payable in cash semi-annually in arrears on December 15 and June 15 of each year, commencing on June 15, 2021. The Senior Notes will mature on June 15, 2029 and are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our current and future domestic restricted subsidiaries that guarantee our obligations under our senior secured credit facilities.
On or after June 15, 2024, we may redeem some or all of the Senior Notes at the redemption prices specified below, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date:
YearPrice
2024102 %
2025101 %
2026 and thereafter100 %
The Senior Notes are the general unsecured obligations of our company. The Senior Note guarantees are the senior unsecured obligations of each guarantor. Under certain circumstances, the guarantors may be released from their Senior Note guarantees without consent of the holders of Senior Notes. Under the terms of the Indenture, the Senior Notes rank equally in right of payment with all of our and the guarantors’ existing and future senior indebtedness, and rank contractually senior in right of payment to our and the guarantors’ future indebtedness and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes. The Senior Notes are effectively subordinated to our and the guarantors’ existing and future secured indebtedness, including secured indebtedness under our senior secured credit facilities, to the extent of the value of the assets securing such indebtedness. The Senior Notes and guarantees are structurally subordinated to all existing and future indebtedness and liabilities (including trade payables) of our subsidiaries that do not guarantee the Senior Notes.
The Indenture contains covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our Restricted Subsidiaries (as defined in the Indenture) to (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem our company’s or any parent’s capital stock; (iii) prepay, redeem or repurchase certain indebtedness; (iv) issue certain preferred stock or similar equity securities; (v) make loans and investments; (vi) dispose of assets; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting its subsidiaries’ ability to pay dividends; and (x) consolidate, merge or sell all, or substantially all, of its assets.
The Indenture contains customary events of default including, without limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the maturity of the principal, and accrued and unpaid interest, if any, on all outstanding Notes.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Debt issuance costs relating to the Senior Notes of $5.7 million, netted against the debt amount on the condensed consolidated balance sheet, are amortized as interest expense through the maturity date. The total interest expense and amortization of the debt issuance costs recorded on the Senior Notes during the three months ended September 2024 and September 2023 was $4.1 million in each period.
Revolving Credit Facility
On March 16, 2023, we entered into a Second Amendment, or the Second Amendment, and on July 28, 2023, we entered into a Third Amendment, or the Third Amendment, to our Second Amended and Restated Credit Agreement, as amended, or the Credit Agreement, with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, dated March 11, 2021. The Second Amendment replaces the LIBOR-based interest rate applicable to borrowings under the Credit Agreement with a SOFR-based interest rate, and the Third Amendment provides that the consolidated interest coverage ratio financial covenant only applies if, as of the last day of any fiscal quarter, our aggregate cash and cash equivalents balance is less than $450 million.
The Credit Agreement provides for a revolving credit facility in a principal amount of up to $250 million, which includes a $20 million sublimit for letters of credit and a $25 million sublimit for swingline loans. Under the terms of the Credit Agreement, we may, subject to the satisfaction of certain conditions, request increases in the revolving credit facility commitments in an aggregate principal amount of up to $150 million to the extent existing or new lenders agree to provide such increased or additional commitments, as applicable. Future proceeds under the revolving credit facility are available for working capital and general corporate purposes. As of September 2024, there was no balance outstanding under the revolving credit facility.
Borrowings under the revolving credit facility are required to be repaid in full by March 11, 2026. Debt issuance costs relating to the revolving credit facility of $1.6 million, included in non-current other assets on our consolidated balance sheet, are being amortized over 60 months.
Our obligations under the Credit Agreement are guaranteed by the material domestic subsidiaries of our company, subject to certain exceptions, who collectively with our company are referred to as the Credit Parties. The obligations of the Credit Parties under the Amended Credit Agreement and the other loan documents delivered in connection therewith are secured by a first priority security interest in substantially all of the existing and future personal property of the Credit Parties, including, without limitation, 65% of the voting capital stock and 100% of the non-voting capital stock of certain of the Credit Parties’ direct foreign subsidiaries, subject to certain exceptions.
The Credit Agreement bears interest, at our election, of a Base Rate plus an Applicable Margin or Adjusted Term SOFR, as defined in the Second Amendment, plus an Applicable Margin. Swingline loans bear interest at a Base Rate plus an Applicable Margin. The Base Rate is a floating rate that is the greater of the Prime Rate, the Federal Funds Rate plus 50 basis points, or Adjusted Term SOFR plus 100 basis points. The Applicable Margin is based on a sliding scale which ranges from 25 to 100 basis points for Base Rate loans and 100 basis points to 175 basis points for Adjusted Term SOFR loans. We are required to pay a commitment fee on any unused commitments under the Credit Agreement which is determined on a leverage-based sliding scale ranging from 0.175% to 0.25% per annum. Interest and fees are payable on a quarterly basis.
Under the Credit Agreement, there are various restrictive covenants, including two financial covenants which limit the consolidated total leverage ratio, or leverage ratio, the consolidated interest coverage ratio, or interest coverage ratio, which, after the Third Amendment, only applies if our cash and cash equivalents balance is less than $450 million as of the last day of any fiscal quarter. The leverage ratio is the ratio of net debt as of the measurement date to Consolidated EBITDA, for the four consecutive quarters ending with the quarter of measurement. The current leverage ratio shall not exceed 3.75 to 1.00 provided that for the four fiscal quarters ending after the date of a material acquisition, such maximum leverage ratio shall be adjusted to 4.25 to 1.00, and thereafter 3.75 to 1.0. The interest coverage ratio is Consolidated EBITDA to interest expense for the four consecutive quarters ending with the quarter of measurement. If our quarter-end cash and cash equivalents balance is less than $450.0 million, the interest coverage ratio must not be less than 3.50 to 1.0 as of the date of determination. As of September 2024, we remain in compliance with the restrictive covenants.
Term Loan Facility
On December 2, 2021, we entered into that certain First Amendment and Lender Joinder Agreement to the Credit Agreement, to, among other things, establish a new $600.0 million incremental term loan facility, or the Term Loan Facility. The Term Loan Facility was advanced by certain existing and new lenders under the Credit Agreement to finance the DSPG acquisition. The Term Loan Facility matures on December 2, 2028. Principal on the Term Loan Facility is
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
payable in equal quarterly installments on the last day of each March, June, September and December of each year, beginning December 31, 2021, at a rate of 1.00% per annum.
Borrowings under the Term Loan Facility accrue interest at the SOFR, plus 2.25%, or at the Base Rate plus 1.25%, subject to a 25 basis point step-down based on total gross leverage, and subject to an Adjusted Term SOFR floor of 50 basis points. The base rate is the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the Prime Rate and (iii) the one-month Adjusted Term SOFR plus 1.00%. The Term Loan Facility contains customary representations and warranties, affirmative and negative covenants and events of default, in each case consistent with the Credit Agreement. The Term Loan Facility does not contain any financial covenants.
The Term Loan Facility is subject to a 1.00% prepayment premium in the event all or any portion of the Term Loan Facility is prepaid within the first 6 months in connection with a repricing transaction only. The Term Loan Facility is subject to customary mandatory prepayments, including an excess cash flow sweep, subject to customary step-downs and thresholds.
Debt issuance costs relating to the Term Loan Facility of $11.2 million, netted against the debt amount on the condensed consolidated balance sheet, are amortized as interest expense through the maturity date. The total interest expense and amortization of the debt issuance costs recorded on the Term Loan Facility was $11.7 million and $11.8 million during the three months ended September 2024 and 2023, respectively.
13. Share-Based Compensation
Share-Based Compensation Plans
On October 29, 2019, our stockholders approved: (i) our 2019 Equity and Incentive Compensation Plan, or the 2019 Incentive Plan, to replace our Amended and Restated 2010 Incentive Compensation Plan, or the 2010 Incentive Plan, and (ii) our 2019 Employee Stock Purchase Plan, or the 2019 ESPP, to replace our Amended and Restated 2010 Employee Stock Purchase Plan. Awards outstanding at October 29, 2019 under our prior share-based compensation plans were not impacted by the approval of the 2019 Incentive Plan and continue to remain outstanding and vest by their terms under the applicable share-based compensation plan. Shares underlying certain share-based awards forfeited under the 2010 Incentive Plan subsequent to the approval of the 2019 Incentive Plan automatically transfer to and become available for award issuance from the 2019 Incentive Plan.
The 2019 Incentive Plan authorizes our Board of Directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, RSUs, cash incentive awards, performance shares, PSUs, and other stock-based awards. The 2019 Incentive Plan has been amended and restated, and the cumulative number of shares approved by stockholders is 7,588,000 as of October 29, 2024. The 2019 ESPP authorizes the Company to provide eligible employees with an opportunity to acquire an equity interest in the Company through the purchase of stock at a discount, with an initial authorization of 1,500,000 shares.
Effective August 19, 2019, we adopted the 2019 Inducement Equity Plan, and 650,000 shares of our common stock were reserved for issuance under the 2019 Inducement Equity Plan, subject to adjustment for stock dividends, stock splits, or other changes in our common stock or capital structure. The 2019 Inducement Equity Plan was intended to comply with Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules, which provide an exception to the Nasdaq Stock Market Listing Rules on the shareholder approval requirement for the issuance of securities with regards to grants to employees of the Company or its subsidiaries as an inducement material to such individuals entering into employment with the Company or its subsidiaries. An individual was eligible to receive an award under the 2019 Inducement Equity Plan only if he or she was not previously an employee or director of our Company (or is returning to work after a bona-fide period of non-employment), and an award under the 2019 Inducement Equity Plan is a material inducement for him or her to accept employment with our Company. No new awards may be granted under the 2019 Inducement Equity Plan.
Share-Based Compensation
Share-based compensation recognized in our condensed consolidated statements of operations were as follows (in millions):
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SYNAPTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Three Months Ended
September
20242023
Cost of revenue$(2.7)$1.1 
Research and development14.5 15.2 
Selling, general, and administrative15.4 16.9 
Total$27.2 $33.2 
Historically, we have issued new shares in connection with our equity-settled share-based compensation plans, however, treasury shares are also available for issuance. Any additional shares repurchased under our common stock repurchase program will be available for issuance under our share-based compensation plans.
Share-Based Compensation Plan Activity
Restricted Stock Units
RSUs granted generally vest ratably over three to four years from the vesting commencement date. RSU activity was as follows:
RSU
Awards
Outstanding
Aggregate
Intrinsic
Value
(in millions)
Balance as of June 20241,620,006
Granted1,118,536
Vested(436,766)
Forfeited(117,592)
Balance as of September 20242,184,184$171.8 
The aggregate intrinsic value was determined using the closing price of our common stock on September 27, 2024, of $78.48.
The unrecognized share-based compensation cost of our outstanding RSUs was approximately $180.7 million as of September 2024, which will be recognized over a weighted average period of approximately 2.34 years.
Market Stock Units
An MSU is a promise to deliver shares of our common stock at a future date based on the achievement of market-based performance requirements in accordance with the terms of the MSU grant agreement.
MSU activity was as follows:
MSU
Awards
Outstanding
Aggregate
Intrinsic
Value
(in millions)
Balance as of June 2024200,513
Granted120,765
Delivered(55,603)
Forfeited(37,473)
Balance as of September 2024228,202$18.0 
The aggregate intrinsic value was determined using the closing price of our common stock on September 27, 2024, of $78.48.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
We value MSUs using the Monte Carlo simulation model on the date of grant and amortize the compensation expense over the three-year performance and service period on a ratable basis by tranche. The unrecognized share-based compensation cost of our outstanding MSUs was approximately $26.7 million as of September 2024, which will be recognized over a weighted average period of approximately 1.78 years .
Performance Stock Units
A PSU is a promise to deliver shares of our common stock at a future date based on the achievement of performance-based requirements in accordance with the terms of the PSU grant agreement.
PSU activity was as follows:
 PSU
Awards
Outstanding
Aggregate
Intrinsic
Value
(in millions)
Balance as of June 2024265,362
Granted201,675
Delivered(14,452)
Forfeited(87,208)
Balance as of September 2024365,377$28.7 
The aggregate intrinsic value was determined using the closing price of our common stock on September 27, 2024, of $78.48
We value PSUs using the aggregate intrinsic value on the date of grant adjusted for estimated performance achievement during the performance period and amortize the compensation expense over the three-year service period on a ratable basis. The amount of stock-based compensation expense recognized in any period related to PSUs can vary based on the achievement or anticipated achievement of the performance conditions. If the performance conditions are not met, or not expected to be met, no compensation cost would be recognized on the underlying PSUs, and any previously recognized compensation expense related to those PSUs would be reversed. The unrecognized share-based compensation cost of our outstanding PSUs was approximately $19.3 million as of September 2024, which will be recognized over a weighted average period of approximately 1.30 years.
Employee Stock Purchase Plan
Shares purchased, weighted average purchase price, cash received, and the aggregate intrinsic value for employee stock purchase plan purchases during the three months ended September 2024, were as follows (in millions, except for shares purchased and weighted average price):
Shares purchased122,080
Weighted average purchase price$63.4 
Cash received$7.7 
Aggregate intrinsic value$1.4 
14. Income Taxes

We account for income taxes under the asset and liability method. The provision for income taxes recorded in interim periods is based on our estimate of the annual effective tax rate applied to year-to-date income before provision for income taxes, adjusted for discrete items required to be recognized in the period in which they are incurred. In each quarter, we update our estimate of the annual effective tax rate, and if the estimated annual tax rate changes, we make a cumulative adjustment in that quarter. Our quarterly tax provision and our quarterly estimate of the annual effective tax rate can be subject to volatility due to several factors, including our ability to accurately forecast annual income before provision for income taxes in each of the tax jurisdictions in which we operate.

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SYNAPTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The income tax (benefit)/provision of $(11.2) million and $15.0 million for the three months ended September 2024 and September 2023, respectively, represented estimated federal, foreign, and state income taxes. The effective tax rate for the three months ended September 2024 diverged from the combined U.S. federal and state statutory tax rate primarily due to a one-time deferred tax benefit of $7.7 million on inventory reserves transferred from foreign subsidiaries to the United States, foreign income taxed at lower rates, and research credits. This was partially offset by non-deductible officer compensation and non-deductible share-based compensation.
The effective tax rate for the three months ended September 2023 diverged from the combined U.S. federal and state statutory tax rate primarily due to non-creditable foreign withholding taxes resulting from the final foreign tax credit regulations published in January 2022 and the research and development capitalization rules increasing our global intangible low-taxed income, or GILTI, resulting from the U.S. Tax Cuts and Jobs Act of 2017, foreign income taxed at higher rates and non-deductible officer compensation. This was partially offset by research credits and a one-time benefit from prior year creditable foreign withholding taxes resulting from U.S. Treasury Notice 2023-55, which was issued in July 2023 and provided us a one-year delay of the effective date of U.S. final foreign tax credit regulations published in January 2022.
The total liability for gross unrecognized tax benefits related to uncertain tax positions decreased $1.9 million during the three months ended September 2024, to $44.6 million, and was included in other long-term liabilities on our condensed consolidated balance sheets. If recognized, the total gross unrecognized tax benefits would reduce the effective tax rate on income from continuing operations. Accrued interest and penalties related to unrecognized tax benefits as of September 2024 were $3.8 million; this balance increased by $0.2 million compared to June 2024. We classify interest and penalties as components of income tax expense. Any prospective adjustments to our unrecognized tax benefits will be recorded as an increase or decrease to income tax expense and cause a corresponding change to our effective tax rate. Accordingly, our effective tax rate could fluctuate materially from period to period.
Our major tax jurisdictions are the United States, Hong Kong SAR, Japan, Israel and the United Kingdom. From fiscal 2017 onward, we remain subject to examination by one or more of these jurisdictions.
15. Segment, Customers, and Geographic Information
We operate in one segment: the development, marketing, and sale of semiconductor products used in electronic devices and products. We generate our revenue from three broad product categories: Core IoT, Enterprise and Automotive, and Mobile product applications. A summary of our products and how they are categorized is as follows:
Core IoT: Wireless and Processor Solutions
Enterprise and Automotive: PC Touch Pad, PC Fingerprint, Video Interface Solutions, Enterprise Audio Solutions, Fax and Printer Solutions, and Automotive Solutions
Mobile: Touch and Display Solutions for Mobile phone applications
Net revenue from our customers for each product category was as follows (in millions):

Three Months Ended
September
20242023
Enterprise and Automotive product applications$147.6 $154.8 
Core IoT product applications59.6 38.5 
Mobile product applications50.5 44.4 
$257.7 $237.7 
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Net revenue within geographic areas based on our customers’ locations for the periods presented was as follows (in millions):
 Three Months Ended
 September
 20242023
China/Hong Kong$127.7 $106.6 
Taiwan64.1 36.9 
Japan38.2 52.6 
Other10.6 14.1 
South Korea15.2 11.7 
United States1.9 15.8 
 $257.7 $237.7 
Net revenue from major customers as a percentage of total net revenue for the periods presented was as follows:
 Three Months Ended
 September
 20242023
Customer A13%*
Customer B12%18%
Customer C*11%
____________________
* Less than 10%
We extend credit based on evaluation of a customer’s financial condition, and we generally do not require collateral. Major customer accounts receivable as a percentage of total accounts receivable were as follows:
 SeptemberJune
 20242024
Customer A20%12%
Customer B16%12%
Customer C15%18%
____________________
* Less than 10%
16. Restructuring Activities
In the first quarter of fiscal 2025, we initiated restructuring actions primarily intended to focus on key growth initiatives, reduce costs and align our business in response to market conditions. As a result of this restructuring, we expect to incur approximately $16.0 million in restructuring charges and expect to complete the restructuring by the end of fiscal 2025. The restructuring costs related to these activities of approximately $13.7 million are recorded in the restructuring costs line item within our condensed consolidated statements of operations.
In the first and fourth quarter of fiscal 2024, we initiated restructuring actions to further improve efficiencies in our operational activities, decrease costs and increase profitability. We completed the restructuring action from the first quarter of fiscal 2024 prior to the end of our fiscal year 2024. We completed the restructuring action initiated in the fourth quarter of fiscal 2024 during the three months ended September 2024 and we incurred restructuring charges therefrom of approximately $0.5 million. The restructuring costs related to these activities were recorded to the restructuring costs line item within our condensed consolidated statements of operations.
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The following table summarizes the restructuring activity and related charges during the periods presented (in millions):
Three months ended
September 2024
20242023
Balance, beginning of period$1.4 $ 
Charges14.2 8.0 
Payments(10.6)(6.0)
Balance, end of period$5.0 $2.0 
During the three months ended September 2024, the restructuring and related charges of $14.2 million was primarily attributable to severance and employee-related benefits.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements and Factors That May Affect Results
This Quarterly Report on Form 10-Q for the quarter ended September 28, 2024 (this “Report”) contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “plan,” “target,” “strategy,” “continue,” “may,” “will,” “should,” variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to the following: our dependence on our solutions for the Core IoT and Enterprise and Automotive product applications market for a substantial portion of our revenue; risks related to the volatility of our net revenue from our solutions for Core IoT and Enterprise and Automotive product applications; our dependence on one or more large customers; our exposure to industry downturns and cyclicality in our target markets; the risk that our product solutions for new markets will not be successful; risks related to our expectations regarding technology and strategic investments and the anticipated timing or benefits thereof; our ability to execute on our cost reduction initiatives and to achieve expected synergies and expense reductions; our ability to maintain and build relationships with our customers; our dependence on third parties to maintain satisfactory manufacturing yields and deliverable schedule; the risk that our indemnification obligations for third party claims could result in substantial costs; uncertainty surrounding macroeconomic factors in the U.S., and globally, impacting the supply chain environment, inflationary pressure, workforce reductions, regional instabilities and hostilities (including the Israel-Hamas war) and the other risks as identified in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of our Annual Report on Form 10-K for the fiscal year ended June 29, 2024, and other risks as identified from time to time in our SEC reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that have not been completed as of the date of this filing.
Statements made in this Report, unless the context otherwise requires, include the use of the terms “us,” “we,” “our,” the “Company” and “Synaptics” to refer to Synaptics Incorporated and its consolidated subsidiaries.
Overview
We are a leading worldwide developer and fabless supplier of premium mixed signal semiconductor solutions that enable people to engage with connected devices and data, engineering exceptional experiences throughout the home, at work, in the car and on the go. We provide our customers with sensing, processing, and connecting solutions, which represent the three foundational elements of the Internet of Things, or IoT. We supply connectivity, sensors, and artificial intelligence, or AI, enhanced processor solutions to original equipment manufacturers, or OEMs, that design IoT products and devices for automobiles, enterprise workspace devices, virtual reality, smartphones, tablets, and notebook computers. Our currently served markets include IoT, personal computer, or PC, Enterprise and Automotive, and Mobile. Our solutions either contain or consist of our wireless, voice and speech, video processing, fingerprint, authentication, display driver, or touch semiconductor solutions, which include our hardware, and, where applicable, firmware and software.
We recognize revenue when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. Nearly all of our revenue, except an inconsequential amount, is recognized at a point in time, either on shipment or delivery of the product, depending on customer terms and conditions.
Revenue recognition from the licensing of our IP is dependent on the nature and terms of each agreement. We recognize revenue from the licensing of our IP upon delivery of the IP if there are no substantive future obligations to perform under the arrangement. Sales-based or usage-based royalties from the license of IP are recognized at the later of the period the sale or usage occurs, or the satisfaction of the performance obligation to which some or all of the sales-based or usage-based royalties have been allocated.
Many of our customers have manufacturing operations in China, and many of our OEM customers have established design centers in Asia. With our global presence, including offices in China, France, Germany, Hong Kong,
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India, Israel, Japan, Korea, Poland, Switzerland, Taiwan, the U.K., and the U.S., we are well positioned to provide local sales, operational, and engineering support services to our existing customers, as well as potential new customers, on a global basis.
Our manufacturing operations are based on a variable cost model in which we outsource all of our production requirements and generally drop ship our products directly to our customers from our contract manufacturers’ facilities, eliminating the need for significant capital expenditures and allowing us to minimize our investment in inventories. This approach requires us to work closely with our contract manufacturers and semiconductor fabricators to ensure adequate production capacity to meet our forecasted volume requirements. We use third-party wafer manufacturers to supply wafers and third-party packaging manufacturers to package our proprietary ASICs. In certain cases, we rely on a single source, or a limited number of suppliers, to provide other key components of our products. Our cost of revenue includes all costs associated with the production of our products, including materials; logistics; amortization of intangibles related to acquired developed technology; backlog; supplier arrangements; manufacturing, assembly, royalties paid to third-party intellectual property providers and test costs paid to third-party manufacturers; and related overhead costs associated with our indirect manufacturing operations personnel. Additionally, we charge all warranty costs, losses on inventory purchase obligations, and the provision for excess and obsolete inventories to cost of revenue.
Our gross margin generally reflects the combination of the added value we bring to our OEM customers’ products by meeting their custom design requirements and the impact of our ongoing cost-improvement programs. These cost-improvement programs include reducing materials and component costs and implementing design and process improvements.
Our research and development expenses include costs for supplies and materials related to product development, as well as the engineering costs incurred to design ASICs and human experience solutions for OEM customers prior to and after our OEMs’ commitment to incorporate those solutions into their products. In addition, we expense in-process research and development projects acquired as part of a business acquisition, which have not yet reached technological feasibility, and which have no foreseeable alternative future use. We continue to commit to the technological and design innovation required to maintain our position in our existing markets, and to adapt our existing technologies or develop new technologies for new markets.
Selling, general, and administrative expenses include expenses related to sales, marketing, and administrative personnel; internal sales and outside sales representatives’ commissions; market and usability research; outside legal, accounting, and consulting costs; and other marketing and sales activities.
Acquired intangibles amortization included in operating expenses consists primarily of amortization of customer relationship and tradename intangible assets recognized under the purchase method for business combinations.
Restructuring costs primarily reflect severance costs related to the restructuring of our operations to reduce operating expenses and gain efficiencies from our recent acquisitions. See Note 16. Restructuring Activities to the consolidated financial statements contained elsewhere in this Report.
Interest and other expense, net, primarily reflects interest expense on our Senior Notes (as defined herein), Term Loan Facility (as defined herein) and revolving line of credit as well as the amortization of debt issuance costs and discount on our debt, partially offset by interest income earned on our cash and cash equivalents.
Critical Accounting Policies and Estimates
There have been no significant changes in our critical accounting policies and estimates during the three months ended September 2024, compared with our critical accounting policies and estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended June 29, 2024.
Trends and Uncertainties
Current Economic Conditions
As a majority of our sales and manufacturing occurs outside of the United States, we are exposed to and impacted by global macroeconomic factors, U.S. and foreign government policies and foreign exchange fluctuations. There is uncertainty surrounding macroeconomic factors in the U.S., and globally, characterized by the supply chain environment, inflationary pressure, higher interest rates, and workforce reductions. We believe these macroeconomic conditions, including conservative corporate spending on information technology hardware, coupled with the global political climate and unrest, including the ongoing Israel-Hamas war, continue to be the primary drivers for the overall slowdown in orders from our customer base. We continue to believe a rebound in demand is likely to extend into late calendar 2024. In addition, although we currently do not believe inflation in the costs of goods will have a material impact on our results of
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operations, it is possible that elevated inflation could increase our cost of goods sold and/or operating expenses and reduce our gross profit and net income. Further, despite the recent downward trend in interest rates, they remain elevated and may fluctuate, continuing to impact our borrowing costs on our variable rate Term Loan Facility and could potentially limit our borrowing capacity if a future acquisition opportunity requiring financing presents itself.
The Israel-Hamas War
Although our employees in our Israel office have the ability to work remotely and business continuity plans are in place to address any medium- or long-term disruptions that could result from the closure of this office, the office closure and general effects of employees operating in a region at war could have a negative impact on our operations. Further, a number of our employees in Israel are members of the military reserves who have been subject to activation in response to the war, and it is possible that these employees may be re-activated if the Israel-Hamas war continues or expands further throughout the Middle East region. While we also have business continuity plans in place to address the safety of our employees and continue product development in the event of reduced employee availability in the region during the war, it could affect the timing of projects in the short-term as work is shifted to other team members where necessary. If these conditions continue or worsen, they could adversely impact our future financial and operating results.
Results of Operations
Certain of the data used in our condensed consolidated statements of operations for the periods indicated, together with comparative absolute and percentage changes in these amounts, were as follows (in millions, except percentages):
Three Months Ended September
20242023$ Change% Change
Enterprise and Automotive product applications$147.6 $154.8 $(7.2)(4.7 %)
Core IoT product applications59.6 38.5 21.1 54.8 %
Mobile product applications50.5 44.4 6.1 13.7 %
Net revenue257.7 237.7 20.0 8.4 %
Gross margin120.9 107.1 13.8 12.9 %
Operating expenses:
Research and development81.3 86.5 (5.2)(6.0 %)
Selling, general, and administrative50.0 42.3 7.7 18.2 %
Acquired intangibles amortization3.8 5.5 (1.7)(30.9 %)
Restructuring costs14.2 8.0 6.2 77.5 %
Operating loss(28.4)(35.2)6.8 (19.3 %)
Interest and other expense, net(5.9)(5.4)(0.5)9.3 %
Loss before provision for income taxes(34.3)(40.6)6.3 (15.5 %)
(Benefit)/Provision for income taxes(11.2)15.0 (26.2)(174.7 %)
Net loss$(23.1)$(55.6)$32.5 (58.5 %)
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Certain of the data used in our condensed consolidated statements of operations presented here as a percentage of net revenue for the periods indicated were as follows:
Three Months EndedPercent
Point
Increase/
(Decrease)
September
20242023
Enterprise and Automotive product applications57.3 %65.1 %(7.8 %)
Core IoT product applications23.1 %16.2 %6.9 %
Mobile product applications19.6 %18.7 %0.9 %
Net revenue100.0 %100.0 %0.0 %
Gross margin46.9 %45.1 %1.8 %
Operating expenses:
Research and development31.5 %36.4 %(4.9 %)
Selling, general, and administrative19.4 %17.8 %1.6 %
Acquired intangibles amortization1.5 %2.3 %(0.8 %)
Restructuring costs5.5 %3.4 %2.1 %
Operating loss(11.0 %)(14.8 %)3.8 %
Interest and other expense, net(2.3 %)(2.3 %)— %
Loss before provision for income taxes(13.3 %)(17.1 %)3.8 %
(Benefit)/Provision for income taxes(4.3 %)6.3 %(10.6 %)
Net loss(9.0 %)(23.4 %)14.4 %
Net Revenue
Net revenue was $257.7 million for the three months ended September 2024, compared with $237.7 million for the three months ended September 2023, an increase of $20.0 million, or 8.4%. Of this net revenue, $147.6 million, or 57.3%, was from Enterprise and Automotive product applications, $50.5 million, or 19.6%, was from Mobile product applications, and $59.6 million, or 23.1%, was from Core IoT product applications. Revenue increased in most of our product applications for the three months ended September 2024. Net revenue from Mobile product applications increased due to an increase in units sold (which increased 1.5%) and $10.5 million in revenue from a license of certain of our IP, or the IP license, partially offset by a decrease in average selling prices (which decreased 11.3%), as overall demand increased for our products in the mobile market. Net revenue from Core IoT product applications increased due to an increase in units sold (which increased 90.2%), partially offset by a decrease in average selling prices (which decreased 18.6%) due to our product sales mix compared to the same period a year ago. Net revenue from Enterprise and Automotive product applications decreased as a result of a decrease in units sold (which decreased 1.5%), partially offset by an increase in average selling prices (which increased 17.3%) due to our product sales mix compared to the same period a year ago and a decrease of $27.0 million in revenue from a license of certain of our IP.
Gross Margin
Gross margin as a percentage of net revenue was 46.9%, or $120.9 million, for the three months ended September 2024, compared with 45.1%, or $107.1 million, for the three months ended September 2023. The net 180 basis point increase in gross margin for the three months ended September 2024 was primarily due to favorable changes in product mix and lower costs related to excess obsolescence reserve charges and share-based compensation charges partially offset by a net decrease in revenue from our IP licenses.
Because we sell our technology solutions in designs that are generally unique or specific to an OEM customer’s application, gross margin varies on a product-by-product basis, making our cumulative gross margin a blend of our product specific designs. As a fabless manufacturer, our gross margin percentage is generally not materially impacted by our shipment volume. Under most circumstances, revenue from license-based arrangements are accretive to our gross margin.
Operating Expenses
Research and Development Expenses. Research and development expenses decreased $5.2 million to $81.3 million for the three months ended September 2024, compared with $86.5 million for the three months ended September 2023. The decrease in research and development expenses was primarily driven by a $4.9 million decrease in wages and related costs as a result of the restructuring action initiated during the first quarter of fiscal 2025.
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Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $7.7 million to $50.0 million for the three months ended September 2024, compared with $42.3 million for the three months ended September 2023. The increase in selling, general, and administrative expenses was primarily driven by a $3.8 million increase in professional fees related to certain corporate projects and a $3.2 million unfavorable impact from exchange rates on foreign currencies.
Acquired Intangibles Amortization. Amortization of acquisition-related intangibles of $24.6 million for the three months ended September 2024 increased by $1.3 million, or 5.6%, compared to $23.3 million for the same period a year ago. The increase is primarily related to the amortization of certain intangible assets we received from Broadcom and placed into service during the fourth quarter of fiscal 2024.
Restructuring Costs. Restructuring costs primarily reflect employee severance costs related to the restructuring of operations and to improve efficiencies in our operational activities. These headcount-related costs included personnel in operations, research and development, and selling, general and administrative functions. See Note 16. Restructuring Activities in the notes to the consolidated financial statements for additional information on restructuring costs.
Non-Operating Income
Interest and Other Income. Interest income of $10.2 million for the three months ended September 2024 decreased by $0.7 million compared to $10.9 for the same period a year ago and is due to the slight decrease in interest rates on our cash and cash equivalents during the three months ended September 2024 compared to the same period a year ago.
Interest expense. Interest expense primarily includes interest on our debt and amortization of debt discount and issuance costs. Interest expense decreased by $0.2 million to $16.1 million for three months ended September 2024 as compared to $16.3 million for the same period a year ago. The decrease in interest expense is primarily driven by a slight decrease in interest rates on our $600 million incremental Term Loan Facility in the first quarter of fiscal 2025 compared to the same period a year ago.
(Benefit)/Provision for Income Taxes. We account for income taxes under the asset and liability method. The (benefit)/provision for income taxes recorded in interim periods is based on our estimate of the annual effective tax rate applied to year-to-date (loss)/income before (benefit)/provision for income taxes, adjusted for discrete items required to be recognized in the period in which they are incurred. In each quarter, we update our estimate of the annual effective tax rate, and if the estimated annual tax rate changes, we make a cumulative adjustment in that quarter. Our quarterly tax (benefit)/provision for income taxes and our quarterly estimate of the annual effective tax rate can be subject to volatility due to several factors, including our ability to accurately forecast annual (loss)/income before (benefit)/provision for income taxes in each of the tax jurisdictions in which we operate.
The Organization for Economic Co-operation and Development (OECD) introduced Pillar Two Model Rules for a global minimum tax of 15% applicable to large multinational corporations. Many countries in which we have business operations, including the United Kingdom, Switzerland, and Japan, have implemented certain aspects of Pillar Two, which become effective to our company in fiscal 2025. The OECD and the implementing countries are expected to keep refining their laws and issue more guidance. Based on the current legislation, Pillar Two did not affect our effective tax rate or cash flows for the first three months of fiscal 2025. We will continue to evaluate the potential impact of these tax law changes on future reporting periods.
See Note 14. Income Taxes in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information on our (benefit)/provision for income taxes.
Liquidity and Capital Resources
Our cash and cash equivalents were $853.6 million and $876.9 million as of September 2024 and June 2024, respectively, representing a decrease of $23.3 million. The decrease in cash and cash equivalents during three months ended September 2024 was due to cash used in operating activities of $11.4 million, cash used in investing activities of $9.1 million and cash used in financing activities of $3.5 million.
We consider almost all of the earnings of our foreign subsidiaries as not indefinitely invested overseas and have made appropriate provisions for income or withholding taxes that may result from a future repatriation of those earnings. As of September 2024, $405.7 million of cash and cash equivalents was held by our foreign subsidiaries. If these funds are needed for our operations in the United States, we would be able to repatriate substantially all of these funds without a material impact on our provision for income taxes.
Cash Flows from Operating Activities. Cash used by operating activities during the three months ended September 2024 was $11.4 million compared with cash provided by operating activities of $45.4 million during same period a year ago. For the three months ended September 2024, the primary operating activities were adjustments for non-cash charges
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of $47.5 million and a net change in operating assets and liabilities of $35.8 million. The net change in operating assets and liabilities was attributable to a decrease in income taxes payable primarily related to tax payments of approximately $31.2 million made to various tax jurisdictions, the payment of our annual bonus of approximately $11.5 million and payments of approximately $10.6 million related to the restructuring actions we initiated during the first quarter of fiscal 2025 and in the fourth quarter of fiscal 2024.
During the three months ended September 2024, our days sales outstanding was 47 days compared to 42 days at the same period a year ago. Our annual inventory turns was four compared to three during the same period a year ago.
Cash Flows from Investing Activities. Cash used by investing activities during the three months ended September 2024 and September 2023 was $9.1 million and $150.1 million, respectively. Net cash used in investing activities for the three months ended September 2024 consisted of $9.1 million for purchases of property and equipment.
Cash Flows from Financing Activities. Cash used by financing activities for the three months ended September 2024 and September 2023 was $3.5 million and $18.1 million, respectively. Net cash used by financing activities for the three months ended September 2024 consisted of $11.3 million used for payroll taxes on the delivery of the underlying shares for share-based awards, partially offset by $7.7 million proceeds from issuance of shares primarily under the employee stock purchase plan.
Common Stock Repurchase Program. As of April 2023, our board had cumulatively authorized $2.3 billion for our common stock repurchase program, which will expire in July 2025. The program authorizes us to purchase our common stock in the open market or in privately negotiated transactions, depending upon market conditions and other factors. The number of shares purchased, and the timing of purchases, are based on the level of our cash balances, general business and market conditions, and other factors. Common stock purchased under this program is held as treasury stock. From April 2005 through September 2024, we purchased, net of issuances for settlement of our convertible notes, 30,116,439 shares of our common stock in the open market for an aggregate cost of $878.0 million. During the nine months ended September 2024, we did not repurchase shares of our common stock. As of September 2024, the remaining available authorization under our common stock repurchase program was $893.9 million.
Senior Notes. In March 2021, we completed an offering of $400.0 million aggregate principal amount of 4.0% senior notes due 2029, or the Senior Notes, in a private offering. The Senior Notes were issued pursuant to an Indenture, dated as of March 11, 2021, by and among our company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee. The Senior Notes requires bi-annual interest only payments in June and December of each year. For the three months ended September 2024, we did not pay any interest on the Senior Notes.
Bank Credit Facility. On March 16, 2023, we entered into the Second Amendment, and on July 28, 2023, we entered into the Third Amendment to our Credit Agreement, dated March 11, 2021. The Second Amendment replaces the LIBOR-based interest rate applicable to borrowings under the Credit Agreement with SOFR-based interest rate. The Third Amendment provides that the consolidated interest coverage ratio financial covenant only applies if, as of the last day of any fiscal quarter, our aggregate cash and cash equivalents balance is less than $450.0 million. The Credit Agreement provides for a revolving credit facility in a principal amount of up to $250.0 million, which includes a $20.0 million sublimit for letters of credit and a $25.0 million sublimit for swingline loans. Under the terms of the Credit Agreement, we may, subject to the satisfaction of certain conditions, request increases in the revolving credit facility commitments in an aggregate principal amount of up to $150.0 million to the extent existing or new lenders agree to provide such increased or additional commitments, as applicable. Future proceeds under the revolving credit facility are available for working capital and general corporate purposes. As of September 2024, there was no balance outstanding under the revolving credit facility.
Term Loan Facility. In December 2021, we entered into that certain First Amendment and Lender Joinder Agreement to the Credit Agreement, to, among other things, establish a new $600.0 incremental term loan facility, or the Term Loan Facility. The Term Loan Facility was advanced under the Credit Agreement to finance our DSPG acquisition. The Term Loan Facility matures on December 2, 2028. Principal on the Term Loan Facility is payable in equal quarterly installments on the last day of each March, June, September and December of each year, beginning December 31, 2001, at a rate of 1.00% per annum. For three months ended September 2024, we repaid $1.5 million of the principal outstanding on the Term Loan Facility.
See Note 12. Debt in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information on our outstanding debt obligations.
$100 Million Shelf Registration. We have registered an aggregate of $100.0 million of common stock and preferred stock for issuance in connection with acquisitions, which shares will generally be freely tradeable after their issuance under the Securities Act unless held by an affiliate of us, in which case such shares will be subject to the volume and manner of sale restrictions of Rule 144 of the Securities Act.
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Working Capital Needs. We believe our existing cash and cash equivalents, anticipated cash flows from operating activities, anticipated cash flows from financing activities, and available credit under our revolving credit facility, will be sufficient to meet our working capital and other cash requirements, including small tuck-in acquisitions, and our debt service obligations for at least the next 12 months. Our future capital requirements will depend on many factors, including our revenue, the timing and extent of spending to support product development efforts, costs associated with restructuring activities net of projected savings from those activities, costs related to protecting our intellectual property, the expansion of sales and marketing activities, timing of introduction of new products and enhancements to existing products, costs to ensure access to adequate manufacturing, costs of maintaining sufficient space for our workforce, the continuing market acceptance of our product solutions, our common stock repurchase program, and the amount and timing of our investments in, or acquisitions of, other technologies or companies. Further equity or debt financing may not be available to us on acceptable terms. If sufficient funds are not available or are not available on acceptable terms, our ability to fund our future long-term working capital needs, take advantage of business opportunities or to respond to competitive pressures could be limited or severely constrained.
The undistributed earnings of our foreign subsidiaries are not currently required to meet our United States working capital and other cash requirements, but should we repatriate a portion of these earnings, we may be required to pay certain previously accrued state and foreign taxes, which would impact our cash flows.
Contractual Obligations and Commercial Commitments
Our material contractual obligations and commercial commitments as of September 2024 were as follows (in millions):
Payments due by period
Contractual ObligationsTotal
Less than
1 year
1-3
Years
3-5
Years
Thereafter
Long-term debt (1)
$1,241.1 $51.8 $130.1 $1059.2 $— 
Leases58.310.020.113.215.0
Purchase obligations and other commitments (2)
88.452.535.90.0
Total$1,387.8 $114.3 $186.1 $1072.4 $15.0 
(1)Represents the principal and interest payable through the maturity date of the underlying contractual obligation.
(2)Purchase obligations and other commitments include payments due for inventory purchase obligations with contract manufacturers, long-term software tool licenses, and other licenses.
The amounts in the table above exclude gross unrecognized tax benefits related to uncertain tax positions of $44.6 million. As of September 2024, we were unable to make a reasonably reliable estimate of when cash settlement with a taxing authority may occur in connection with our gross unrecognized tax benefit.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Except as described below, as of September 28, 2024, our market risk related to interest rates on our cash and cash equivalents, and foreign currency exchange risks has not changed materially from the risks disclosed in Item 7A of our Annual Report on Form 10-K for the fiscal year ended June 29, 2024.
Interest Rate Risk on Debt
With our outstanding debt, we are exposed to various forms of market risk, including the potential losses arising from adverse changes in interest rates on our outstanding Term Loan Facility. See Note 12. Debt for further information.
Our ultimate realized gain or loss with respect to interest rate fluctuations will depend on interest rates and the exposures that arise during the period. As an example, a hypothetical increase or decrease in the interest rate by 1% or 100 basis points, the quarterly interest expense would have increased or decreased by approximately $1.5 million based on the outstanding balance of our Term Loan as of September 2024.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Principal Financial Officer, as of September 28, 2024, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
We assessed, with the participation of our Chief Executive Officer and Principal Financial Officer, any change in our internal control over financial reporting as of the end of the fiscal quarter covered by this Report.
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period ended September 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are party to various litigation matters and claims arising from time to time in the ordinary course of business. While the results of such matters cannot be predicted with certainty, we believe that the final outcome of such matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows.
ITEM 1A. RISK FACTORS
We refer you to the Company’s risk factors set forth in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended June 29, 2024 for material risks that may affect our business. There have been no material changes from the risk factors previously disclosed.


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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
From April 2005 through April 2023, our Board of Directors cumulatively authorized the repurchase of up to $2.3 billion of our common stock under our stock repurchase program, which will expire at the end of July 2025. As of September 2024, the remaining amount authorized for the repurchase of our common stock was $893.9 million. During the three months ended September 2024, we did not repurchase any shares under our common stock repurchase program.
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements
During the fiscal quarter ended September 28, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
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ITEM 6. EXHIBITS
3.1
3.2
31.1
31.2
32.1*
32.2*
101.INS InlineXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH InlineInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
______________________________________________________________________________________
* This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SYNAPTICS INCORPORATED
Date: November 7, 2024
By:/s/ Michael E. Hurlston
Name:Michael E. Hurlston
Title:
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 7, 2024
By:/s/ Ken Rizvi
Name:Ken Rizvi
Title:
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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