SEMTECH CORP

Unless the context otherwise requires, the use of the terms "Semtech," "the Company," "we," "us" and "our" in this Annual Report on Form 10-K refers to Semtech Corporation and, as applicable, its consolidated subsidiaries. This Annual Report on Form 10-K may contain references to the Company’s trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Annual Report on Form 10-K, including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies' trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.

Special Note

Regarding Forward-Looking and Cautionary Statements

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity. Forward-looking statements are statements other than historical information or statements of current condition and relate to matters such as future financial performance, future operational performance, the anticipated impact of specific items on future earnings, and our plans, objectives and expectations. Statements containing words such as "may," "believe," "anticipate," "expect," "intend," "plan," "project," "objective," "estimate," "develop," "should," "could," "will," "designed to," "projections," or "outlook," or other similar expressions constitute forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results and events to differ materially from those projected. Potential factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to the Summary Risk Factors listed below and those set forth under "Risk Factors" in Item 1A of this Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission ("SEC"). In light of the significant risks and uncertainties inherent in the forward-looking information included herein that may cause actual performance and results to differ materially from those predicted, any such forward-looking information should not be regarded as representations or guarantees by the Company of future performance or results, or that its objectives or plans will be achieved, or that any of its operating expectations or financial forecasts will be realized. Reported results should not be considered an indication of future performance. Investors are cautioned not to place undue reliance on any forward-looking information contained herein, which reflect management's analysis only as of the date hereof. These forward-looking statements speak only as of the date hereof. Except as required by law, the Company assumes no obligation to publicly release the results of any update or revision to any forward-looking statement that may be made to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated or future events, or otherwise.

In addition to regarding forward-looking statements with caution, you should consider that the preparation of the consolidated financial statements requires us to draw conclusions and make interpretations, judgments, assumptions and estimates with respect to certain factual, legal, and accounting matters. Our consolidated financial statements might have been materially impacted if we had reached different conclusions or made different interpretations, judgments, assumptions or estimates.

Summary Risk Factors

This risk factor summary contains a high-level summary of risks associated with our business, but does not address all of the risks that we face. Additional discussion of the risks summarized below, and other risks that we face, may be found under "Risk Factors" in Item 1A of this Annual Report on Form 10-K.

Risks Relating to Macroeconomic and Industry Conditions

•Our future results may fluctuate, fail to match past performance or fail to meet expectations which may cause our stock price to be volatile.

•A growing concentration of demand in artificial intelligence ("AI")-related semiconductors may increase our exposure to cyclical industry trends and competitive pressures, which may adversely affect our results of operations.

•The cyclical nature of the industry we operate in may limit our ability to maintain or increase net sales and operating results during downturns, and the average selling prices in our markets have historically decreased rapidly.

•Disruptions in the United States ("U.S.") government operations and funding could have a material adverse effect on our business, financial condition and results of operations.

•Adverse developments affecting the financial services industry could affect our current and projected business operations, financial condition and results of operations.

Risks Relating to Production Operations and Services

•Any interruption or loss of supplies or services from the limited number of suppliers and subcontractors on which we rely could significantly interrupt our business operations, and the production of our products and our suppliers' manufacturing capacity may constrain our ability to increase product sales and revenue.

•Our products may be found to be defective, liability claims may be asserted against us and we may not have sufficient liability insurance.

•Obsolete inventories as a result of changes in demand for our products and in the life cycles of our products could adversely affect our business, operating results and financial condition.

•Business interruptions, such as natural disasters, acts of violence and the outbreak of contagious diseases could harm our business and have a material adverse effect on our operations.

•We depend on mobile network operators to promote and offer acceptable wireless data services.

Risks Relating to Research and Development, Engineering, Intellectual Property and New Technologies

•We may be unsuccessful in developing and selling new products and our customers require our products to undergo a lengthy, expensive qualification process without assurance of sales.

•Our products may fail to meet new industry standards or requirements, and the efforts to meet such industry standards or requirements could be costly.

•Unfavorable or uncertain conditions in the 5G infrastructure market may cause fluctuations in our rate of revenue growth or financial results.

•We may be unable to adequately protect our intellectual property rights and we may be found to infringe on the intellectual property rights of others or be required to enter into intellectual property licenses on unfavorable terms.

•We must commit resources to product production prior to receipt of purchase commitments and could lose some or all of the associated investment.

•We may be unable to make the research and development investments required to remain competitive in our business.

•We may need to transition to smaller geometry process technologies and achieve higher levels of design integration to remain competitive and may experience delays and increased expenses, or fail to efficiently implement this transition.

•Certain software we use is from open source code sources, which, may lead to unintended consequences.

Risks Relating to International Operations

•Export restrictions and laws affecting trade and investments may limit our ability to sell to certain customers, and we sell and trade with customers around the world, which subjects our business to increased risks.

•Adverse changes to general economic conditions in China could have a material and adverse impact on a substantial portion of our sales and financial results, and the benefit of various incentives from Chinese governments may be reduced or eliminated which could increase our costs or limit our ability to sell products and conduct activities in China.

•Our foreign currency exposures may change as activity in foreign markets grows, and we may face increased tax liabilities and an increased effective tax rate if we need to remit funds held by our foreign subsidiaries.

Risks Relating to Sales, Marketing and Competition

•The loss of any of our small number of customers or failure to collect receivables could adversely affect our business.

•The volatility of customer demand limits our ability to predict future levels of sales and profitability.

•The termination of a distributor could negatively impact our business, including net sales, inventory, cost of goods sold, and accounts receivable.

•Our inability to effectively control the sales of our products on the gray market.

•Competition from new or established IoT (defined below), cloud services and wireless services companies or from those with greater resources.

Risks Relating to Governmental Regulations

•Changes in government trade policies could have an adverse impact on our business or the business of our customers.

•Certain of our products and services are subject to laws and regulations in the regions in which we operate.

•We are subject to government regulations and other standards that impose operational and reporting requirements.

•Our failure to comply with any applicable environmental regulations could result in a range of consequences and ESG matters (as defined below) may impose additional costs and expose us to new risks.

•The processing of user data could give rise to liabilities or additional costs.

•Certain of our customers and suppliers require us to comply with their codes of conduct.

•Changes in our effective tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, or material differences between our forecasted annual effective tax rates and actual tax rates could adversely affect our operating results.

•We may be subject to taxation and review of our compliance with income, value-added and other sales-type tax regulations in other jurisdictions.

Risks Relating to our Business Strategies, Integration, Personnel and Other Operations

•Our business and growth depend on our ability to attract and retain qualified personnel.

•We have and expect to continue to encounter difficulties integrating ours and Sierra Wireless, Inc.'s, businesses and operations and we may not realize the anticipated benefits from the acquisition of Sierra Wireless.

•A disruption in our information systems could adversely affect our business operations.

•The potential divestiture of our cellular module business may expose our business to significant risks and uncertainties and we may not realize the anticipated benefits from such divestiture.

•We face risks associated with companies we have acquired in the past and may acquire in the future, as well as divestitures of previously acquired companies, and may be required to recognize additional impairment charges.

•The costs associated with our indemnification obligations could be higher in future periods.

Risks Relating to Compliance

•We may discover material weaknesses in our internal controls over financial reporting in the future or fail to achieve and maintain effective disclosure controls, procedures and internal control over financial reporting.

Risks Relating to our Indebtedness

•Our indebtedness could adversely affect our business, financial condition, and results of operations.

•Covenants in the Credit Agreement (as defined below) may restrict our ability to pursue our business strategies, and any violation of the covenants could materially adversely affect our financial condition and results of operations.

•The accounting method for the Notes (as defined below) could adversely affect our financial condition and results.

•Conversion of the Notes may dilute or otherwise depress the price of our common stock, and certain provisions in the indentures governing the Notes may delay or prevent an otherwise beneficial takeover attempt of us.

•The Convertible Note Hedge Transactions and Warrants (each as defined below) may affect the trading price of our common stock, and we are subject to counterparty risk with respect to the Convertible Note Hedge Transactions.