ON SEMICONDUCTOR CORP
For the period ended Oct 2, 2026. Filed Nov 2, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 2, 2026 · Filed Nov 2, 2026
ON$63.31+0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-07-03; filed 2026-08-03.
0001097864-26-000017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-10-02; filed 2026-11-02.
0001097864-26-000021
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 128 previous paragraphs and 129 current paragraphs.
68 unchanged; 42 reworded; 19 added; 17 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
We believe the automotive industry continues to evolve as a result of advancements in autonomous driving, advanced driver-assistance systems ("ADAS"), vehicle electrification and increasing electronic content across vehicle platforms. Our sensing solutions support ADAS and active safety applications, as well as the continued development of autonomous driving capabilities. Our intelligent power solutions support vehicle electrification by enabling higher power density and improved system efficiency, which can reduce cooling requirements and contribute to reductions in the size and weight of electric vehicle ("EV") systems.
Current report
In the industrial market, our intelligent power technologies support solar energy and industrial power applications, while our intelligent sensing technologies enable automation across factories and buildings. Our intelligent power technologies also support medical applications, including continuous glucose monitors, where power efficiency can help extend battery life. In addition, our technologies support emerging applications in robotics and humanoid systems, as well as space applications, including Low Earth Orbit ("LEO") satellites. The increasing power requirements associated with AI infrastructure also create opportunities for our technologies across the broader energy ecosystem, including energy storage systems ("ESS"), energy infrastructure and Solid State Transformers ("SSTs").
Current report
Within other end-markets, we primarily serve intelligent power applications across the smartphone, client-computing and consumer electronics markets. Our products are designed to improve energy efficiency and extend battery life across these applications.
Current report
The parties’ HSR notifications were filed with the FTC and DOJ on July 17, 2026. On August 12, 2026, the FTC granted early termination of the applicable waiting period under the HSR Act with respect to the Merger.
Current report
Revenue from PSG increased by $152.3 million, or approximately 21%, for the quarter ended October 2, 2026 compared to the quarter ended October 3, 2025 due to higher demand. This was driven by an increase in revenue of $64.9 million, $71.3 million and $31.4 million in the industrial, AI data center and other end-markets, respectively, offset by a decrease of $15.3 million within the automotive end-market.
Current report
Revenue from ISG increased by $5.1 million, or approximately 2%, for the quarter ended October 2, 2026 compared to the quarter ended October 3, 2025 due to increased demand. This was driven by an increase in revenue of $17.2 million and $1.6 million in the industrial and other end-markets, respectively, offset by a decrease of $13.7 million in the automotive end-market.
Current report
Gross profit increased by $125.8 million, or approximately 21%, to $713.0 million for the quarter ended October 2, 2026 compared to $587.2 million for the quarter ended October 3, 2025 primarily due to higher revenue, improved manufacturing utilization and favorable product mix within certain business segments, partially offset by higher prices for certain manufacturing inputs.
Current report
AMG gross profit increased by $3.6 million and gross margin decreased by 0.6 percentage points to 50.2% from 50.8%, primarily due to unfavorable product mix.
Current report
ISG gross profit decreased by $7.3 million and gross margin decreased 3.9 percentage points to 31.3% from 35.2%, primarily due to unfavorable product mix.
Current report
Research and development expenses were $145.0 million for the quarter ended October 2, 2026, as compared to $141.9 million for the quarter ended October 3, 2025, representing an increase of $3.1 million, or approximately 2%. The increase was primarily attributable tohigher variable compensation offset by a decrease in material costs.
Current report
Interest income decreased by $5.4 million, or approximately 24%, to $17.3 million during the quarter ended October 2, 2026 compared to $22.7 million during the quarter ended October 3, 2025. The decrease was primarily attributable to lower average balances of interest-bearing cash equivalents and short-term investments, reflecting a shift to money market funds that generate dividend income.
Current report
Nine Months Ended October 2, 2026 compared to the Nine Months Ended October 3, 2025
Current report
Revenue from PSG increased by $374.6 million, or approximately 18%, for the nine months ended October 2, 2026 compared to the nine months ended October 3, 2025 due to higher demand. This was driven by an increase in revenue of $82.3 million, $94.7 million, $153.6 million and $44.0 million in the automotive, industrial, AI data center and other end-markets, respectively.
Current report
Revenue from AMG decreased by $22.2 million, or approximately 1%, for the nine months ended October 2, 2026 compared to the nine months ended October 3, 2025, primarily driven by a decrease in revenue of $48.1 million and $57.8 million in the industrial and other end-markets, respectively, primarily due to lower demand, offset by an increase of $3.1 million and $80.6 million in the automotive and AI data center end-markets, respectively.
Current report
AMG gross profit increased by $1.7 million, primarily driven by higher revenue in the AI data center end-market, partially offset by lower revenue in the industrial and other end-markets. AMG gross margin increased by 0.8 percentage points to 52.3% from 51.5% primarily due to favorable product mix.
Current report
Research and development expenses were$430.1 million for the nine months ended October 2, 2026, as compared to$449.8 million for the nine months ended October 3, 2025, representing a decrease of $19.7 million, or approximately 4%. The decrease was primarily attributable to a decrease in material costs offset by an increase in variable compensation.
Current report
Interest income decreased by $22.1 million, or approximately 30%, to$52.4 million during the nine months ended October 2, 2026, compared to$74.5 million during the nine months ended October 3, 2025. The decrease was primarily attributable to lower average balances of interest-bearing cash equivalents and short-term investments, reflecting a shift to money market funds that generate dividend income.
Current report
In connection with the Amended Merger Agreement, the Company entered into a commitment letter on October 1, 2026 with Morgan Stanley Senior Funding, Inc. ("MSSF"), which was subsequently amended and restated to include JPMorgan Chase Bank, N.A. and other banks as commitment parties thereto (collectively and together with MSSF, the "Financing Parties"), pursuant to which the Financing Parties have agreed to provide, subject to satisfaction of customary closing conditions, up to $2,450.0 million of senior secured term loan for the purpose of funding a portion of the Merger Consideration, and paying fees, costs and expenses in connection with the Merger. The transaction will be financed through a combination of cash on hand and the indebtedness to be incurred pursuant to such commitment letter. The ultimate treatment of Synaptics' existing indebtedness following the closing of the transaction is unknown at this time; however, in connection with the closing, we currently intend to cause Synaptics to redeem and/or discharge the Synaptics Senior Notes (defined below) and to repay its $350 million revolving credit facility, and we expect that holders of the Synaptics Convertible Notes (defined below) will convert such notes to receive additional cash conversion consideration based on the make-whole table contained in the indenture governing the Synaptics Convertible Notes.
Current report
$1,590.4 million was primarily attributable to the issuance of the 2031 0% Notes in the aggregate principal amount of $1.5 billion during the nine months ended October 2, 2026, along with decreased share repurchases under our New Share Repurchase Program.
Removed paragraphs (17)
Previous report
We believe the evolution of the automotive industry, with advancements in autonomous driving, ADAS, vehicle electrification, and increased electronics content across vehicle platforms, is reshaping the boundaries of transportation. Through sensing integration, we believe our intelligent power solutions achieve increased efficiencies compared to our peers. This integration allows lower temperature operation and reduced cooling requirements while saving costs and minimizing weight. In addition, our power solutions deliver power with less die per module, improving performance efficiency for a given battery or power capacity.
Previous report
In the industrial market, our intelligent power technologies propel sustainable energy for the highest efficiency solar strings and industrial power. In the medical field, our intelligent power technologies extend the life of personal diagnostic devices, such as continuous glucose monitors. Our intelligent sensing technologies support the next generation industry through automation, allowing for smarter factories and buildings. Our intelligent power and sensing technologies are enabling robotics and humanoids.
Previous report
Pursuant to the Merger Agreement, at the Closing, onsemi will appoint one independent director, designated by onsemi from among those directors serving on the board of directors of Synaptics (“Synaptics Board”) as of immediately prior to the Closing that have been proposed to onsemi by the Synaptics Board for consideration, with such selection to be made after reasonable consultation with, and reasonable consideration of the recommendations of, Synaptics.
Previous report
The parties’ HSR notifications were filed with the FTC and DOJ on July 17, 2026. The 30-day waiting period following the parties’ filings expires at 11:59 pm, Eastern Time, on August 17, 2026, unless extended by the issuance of a Second Request or earlier terminated by the FTC and DOJ.
Previous report
Revenue from PSG increased by $130.8 million, or approximately 19%, for the quarter ended July 3, 2026 compared to the quarter ended July 4, 2025 due to increased demand. This was driven by an increase in revenue of $44.5 million, $22.4 million and $63.9 million in the automotive, industrial and other end-markets, respectively.
Previous report
Revenue from ISG increased by $14.2 million, or approximately 7%, for the quarter ended July 3, 2026 compared to the quarter ended July 4, 2025 due to increased demand. This was driven by an increase in revenue of $2.6 million, $5.6 million and $6.0 million in the automotive, industrial and other end-markets.
Previous report
Gross profit increased by $64.4 million, or approximately 12%, to $616.3 million for the quarter ended July 3, 2026 compared to $551.9 million for the quarter ended July 4, 2025 primarily due to increased revenue across all end-markets, improved manufacturing utilization and favorable mix within certain business segments
Previous report
AMG gross profit increased by $9.4 million and gross margin increased by 2.7 percentage points to 53.4% from 50.7%, primarily due to a more favorable product mix, including a higher proportion of higher-margin products, which more than offset lower industrial end-market revenue.
Previous report
ISG gross profit increased by $5.5 million, primarily driven by higher revenue across all end-markets. ISG gross margin decreased to 41.4% from 41.6%.
Previous report
Research and development expenses were $140.8 million for the quarter ended July 3, 2026, as compared to $143.8 million for the quarter ended July 4, 2025, representing a decrease of $3.0 million, or approximately 2%. The decrease was primarily attributable toa decrease in production material costs and other variable expenses.
Previous report
Interest income decreased by $7.8 million, or approximately 31%, to $17.4 million during the quarter ended July 3, 2026 compared to $25.2 million during the quarter ended July 4, 2025. The decrease was primarily attributable to lower interest rates earned on cash equivalents and short‑term investments.
Previous report
Six Months Ended July 3, 2026 compared to the Six Months Ended July 4, 2025
Previous report
Revenue from PSG increased by $222.3 million, or approximately 17%, for the six months ended July 3, 2026 compared to the six months ended July 4, 2025 due to increased demand. This was driven by an increase in revenue of $97.6 million, $29.8 million and $94.9 million in the automotive, industrial and other end-markets, respectively.
Previous report
Revenue from ISG increased by $16.3 million, or approximately 4%, for the six months ended July 3, 2026 compared to the six months ended July 4, 2025 due to increased demand. This was driven by an increase in revenue of $1.2 million, $10.2 million and $4.9 million in the automotive, industrial and other end-markets.
Previous report
AMG gross profit decreased by $1.9 million, primarily driven by the decline in demand across all end-markets. AMG gross margin increased by 1.6 percentage points to 53.5% from 51.9% primarily due to product mix, including a higher proportion of higher-margin offerings, which partially offset the impact of lower overall volume.
Previous report
Research and development expenses were$285.1 million for the six months ended July 3, 2026, as compared to$307.9 million for the six months ended July 4, 2025, representing a decrease of $22.8 million, or approximately 7%. The decrease was primarily attributable to a decrease in production material costs and other variable expenses.
Previous report
Interest income decreased by $16.7 million, or approximately 32%, to$35.1 million during the six months ended July 3, 2026 compared to$51.8 million during the six months ended July 4, 2025. The decrease was primarily attributable to lower interest rates earned on cash equivalents and short-term investments.
Reworded paragraphs (42)
Previous wording
We deliver intelligent power and intelligent sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end-markets. Our intelligent power technologies enable electrified drivetrain and power management applications in the automotive industry and support efficient fast‑charging systems. Our intelligent sensing technologies enable advanced safety applications in automotive through industry‑leading performance and reliability.
Current wording
We deliver intelligent power and intelligent sensing technologies that enable electrification, energy efficiency, safety and automation across automotive, industrial and AI data center end-markets.
Previous wording
In our other end-market, which includes AI data center products, our intelligent power technologies enable energy efficiency in a market in which energy needs are growing at an exponential rate, and AI data center operators are focused on reducing energy consumption. We believe we have one of the most comprehensive portfolios of products and technologies for this market to address the complete power tree, and we are well-positioned to benefit as next-generation AI data center processors and racks enter the market.
Current wording
In our AI data center end-market, our innovative intelligent power technologies enable power density and energy efficiency in a market in which energy needs are growing rapidly, and AI data center operators are focused on reducing energy consumption. We believe we have one of the most comprehensive portfolios of products and technologies for this market to address the complete power tree from the grid to the core as power requirements of AI data center racks is expected to increase rapidly in the coming years.
Previous wording
We are focused on increasing profitable revenue through differentiated technologies to address the high-growth megatrends in automotive, industrial and other markets which include AI data centers. We continue to optimize and right-size our manufacturing footprint to align our capacity with our long-term outlook, while focusing on generating efficiencies that result in meaningful gross margin expansion and operating cash flows. We intend to achieve efficiencies in our operating and capital expenditures and invest in research and development initiatives to accelerate growth in high-margin products.
Current wording
We are focused on increasing profitable revenue through differentiated technologies to address the high-growth megatrends in automotive, industrial, AI data center, and other markets. We continue to optimize and right-size our manufacturing footprint to align our capacity with our long-term outlook, while focusing on generating efficiencies that result in meaningful gross margin expansion and operating cash flows. We intend to achieve efficiencies in our operating and capital expenditures and invest in research and development initiatives to accelerate growth in high-margin products.
Previous wording
On June 25, 2026, we entered into an Agreement and Plan of Reorganization (the "Merger Agreement") with Sonic Acquisition Corp. and Synaptics Incorporated ("Synaptics"), pursuant to which Synaptics will become a wholly owned subsidiary of onsemi (the “Merger”). At the effective time of the Merger (the “Closing”), each outstanding share of Synaptics common stock, subject to limited exceptions set forth in the Merger Agreement, will be converted into the right to receive 1.350 shares of the Company's common stock. Based on the exchange ratio, we expect Synaptics stockholders will own approximately 12% of the combined company on a pro forma basis upon closing. The Merger Agreement also provides for our assumption of certain
Current wording
On June 25, 2026, we entered into an Agreement and Plan of Reorganization with Sonic Acquisition Corp. and Synaptics Incorporated ("Synaptics"), pursuant to which Synaptics will become a wholly owned subsidiary of onsemi (the "Merger"). On October 1, 2026, we entered into an Amended and Restated Agreement and Plan of Merger (the "Amended Merger Agreement") to, among other things, revise the Merger consideration to $123.00 per share in cash, without interest (the "Merger Consideration"). At the effective time of the Merger (the "Closing"), each outstanding share of Synaptics common stock, subject to limited exceptions set forth in the Amended Merger Agreement, will be converted into the right to receive the per-share Merger Consideration. The Amended Merger Agreement also provides for our assumption of certain Synaptics equity awards, subject to certain adjustments thereto in respect of, among other things, performance-based vesting conditions. Our Board of Directors unanimously approved the Amended Merger Agreement.
Previous wording
The Merger, which is anticipated to close in mid-2027, is subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, adoption of the Merger Agreement by Synaptics’ stockholders, the expiration or early termination of the waiting period under the HSR Act, and other regulatory approvals under certain antitrust and foreign investment regimes, and the absence of any order, injunction or law of such jurisdictions prohibiting the Merger.
Current wording
The Merger, which is anticipated to close in mid-2027, is subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, adoption of the Amended Merger Agreement by Synaptics’ stockholders, the expiration or early termination of the waiting period under the HSR Act, and other regulatory approvals under certain antitrust and foreign investment regimes, and the absence of any order, injunction or law of such jurisdictions prohibiting the Merger.
Previous wording
The Merger Agreement contains certain termination rights for each of us and Synaptics. In certain circumstances in which the Merger Agreement is terminated, Synaptics may be required to pay us a termination fee of $235.0 million, including if the Merger Agreement is terminated by us due to a change of recommendation by the Synaptics Board, or by Synaptics to enter into a more favorable third-party acquisition proposal, as more fully described in the Merger Agreement. In certain circumstances in which the Merger Agreement is terminated due to the failure to obtain required regulatory approvals, we may be required to pay Synaptics a termination fee of $320.0 million, as more fully described in the Merger Agreement.
Current wording
The Amended Merger Agreement contains certain termination rights for each of us and Synaptics. In certain circumstances in which the Amended Merger Agreement is terminated, Synaptics may be required to pay us a termination fee of $235.0 million, including if the Amended Merger Agreement is terminated by us due to a change of recommendation by the Synaptics Board, or by Synaptics to enter into a more favorable third-party acquisition proposal, as more fully described in the Amended Merger Agreement. In certain circumstances in which the Amended Merger Agreement is terminated due to the failure to obtain required regulatory approvals, we may be required to pay Synaptics a termination fee of $320.0 million, as more fully described in the Amended Merger Agreement.
Previous wording
During the first half of 2026, the Company continued to engage in additional restructuring and cost reduction initiatives under its previously disclosed multi‑year manufacturing realignment program to better align manufacturing capacity and capabilities with anticipated long-term needs.
Current wording
During the quarter and nine months ended October 2, 2026, the Company continued to engage in additional restructuring and cost reduction initiatives under its previously disclosed multi‑year manufacturing realignment program to better align manufacturing capacity and capabilities with anticipated long-term needs.
Previous wording
We expect to incur total severance costs and related benefit expenses of $25.0 million related to the termination of approximately 650 employees. Of this, approximately $2.5 million and $22.7 million was recognized during the quarter and six months ended July 3, 2026, respectively. We also recorded non-cash impairment charges of $16.3 million and $163.3 million during the quarter and six months ended July 3, 2026, respectively, related to previous investments in manufacturing equipment at certain manufacturing facilities pursuant to held-for-sale accounting guidance. Other charges of $22.4 million and $184.5 million for the quarter and six months ended July 3, 2026, related to contract termination costs and other facility exit activities during the quarter ended July 3, 2026 and accelerated depreciation of leasehold improvements and accelerated amortization of ROU assets that were abandoned in connection with the 2025 and 2026 Manufacturing Realignment Programs during the six months ended July 3, 2026. The total of the aforementioned costs was included within Restructuring, Asset Impairments and Other, Net in the Consolidated Statement of Operations. We also recorded $13.4 million of restructuring-related charges for the quarter ended July 3, 2026 within Cost of revenue in the Consolidated Statement of Operations.
Current wording
We expect to incur total severance costs and related benefit expenses of $26.0 million related to the termination of approximately 650 employees. Of this, approximately $1.5 million and $24.2 million was recognized during the quarter and nine months ended October 2, 2026, respectively. We also recorded non-cash impairment charges of $3.3 million and $166.6 million during the quarter and nine months ended October 2, 2026, respectively, related to previous investments in manufacturing equipment at certain manufacturing facilities pursuant to held-for-sale accounting guidance. Other charges were $(0.2) million and $184.3 million for the quarter and nine months ended October 2, 2026, respectively, related to contract termination costs and other facility exit activities during the quarter ended October 2, 2026 and accelerated depreciation of leasehold improvements and accelerated amortization of ROU assets that were abandoned in connection with the 2025 and 2026 Manufacturing Realignment Programs during the nine months ended October 2, 2026. The total of the aforementioned costs was included within Restructuring, Asset Impairments and Other, Net in the Consolidated Statement of Operations.
Previous wording
During the quarter ended July 3, 2026, we repurchased approximately 3.1 million shares of common stock for an aggregate purchase price of $334.7 million. During the six months ended July 3, 2026, we repurchased approximately 8.8 million shares of common stock for an aggregate purchase price of $683.3 million. For additional information, see Note 8: ''Earnings Per Share and Equity'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q.
Current wording
During the quarter ended October 2, 2026, we repurchased approximately 0.3 million shares of common stock for an aggregate purchase price of $19.9 million. During the nine months ended October 2, 2026, we repurchased approximately 9.1 million shares of common stock for an aggregate purchase price of $703.2 million. For additional information, see Note 8: ''Earnings Per Share and Equity'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q.
Previous wording
Revenue was $1,603.5 million and $1,468.7 million for the quarters ended July 3, 2026 and July 4, 2025, respectively, representing an increase of $134.8 million, or approximately 9%, year over year due to increased demand across all end-markets. We had one customer, a distributor, whose revenue accounted for approximately 14% and 12% of our total revenue for each of the quarters ended July 3, 2026 and July 4, 2025, across all reportable segments.
Current wording
Revenue was $1,722.3 million and $1,550.9 million for the quarters ended October 2, 2026 and October 3, 2025, respectively, representing an increase of $171.4 million, or approximately 11%, year over year due to higher demand in the industrial, AI data center and other end-markets. The increase was partially offset by lower sales volume in the automotive end-market due to the reallocation of supply to the industrial and AI data center end-markets. We had one customer, a distributor, whose revenue accounted for approximately 15% and 12% of our total revenue for the quarters ended October 2, 2026 and October 3, 2025, respectively, across all reportable segments.
Previous wording
Revenue from AMG decreased by $10.2 million, or approximately 2%, for the quarter ended July 3, 2026 compared to the quarter ended July 4, 2025, primarily driven by a decrease of $11.5 million within the industrial end-market due to lower demand, while the sales within the automotive and other end-markets remained relatively consistent.
Current wording
Revenue from AMG increased by $14.0 million, or approximately 2%, for the quarter ended October 2, 2026 compared to the quarter ended October 3, 2025, primarily driven by an increase of $18.4 million and $43.3 million in the automotive and AI data center end-markets, respectively, due to higher demand, offset by a decrease of $41.6 million and $6.1 million within the industrial and other end-markets, respectively.
Previous wording
Our gross margin increased by 0.8 percentage points from 37.6% for the quarter ended July 4, 2025 to 38.4% for the quarter ended July 3, 2026. The increase was primarily driven by improved manufacturing utilization and favorable mix within certain business segments.
Current wording
Our gross margin increased by 3.5 percentage points from 37.9% for the quarter ended October 3, 2025 to 41.4% for the quarter ended October 2, 2026. The increase was primarily due to improved manufacturing utilization and favorable product mix within certain business segments, partially offset by higher prices for certain manufacturing inputs.
Previous wording
PSG gross profit increased by $49.5 million, primarily driven by higher revenue across all end‑markets and improved absorption resulting from higher manufacturing utilization. PSG gross margin increased by 1.9 percentage points to 27.8% from 25.9%, primarily due to improved utilization and operating leverage on higher volumes during the quarter ended July 3, 2026.
Current wording
PSG gross profit increased by $129.5 million, primarily driven by higher revenue across all end‑markets and improved manufacturing utilization. PSG gross margin increased by 9.7 percentage points to 38.2% from 28.5%, primarily due to improved utilization and operating leverage on higher volumes along with favorable product mix during the quarter ended October 2, 2026.
Previous wording
Selling and marketing expenses were $63.3 million for the quarter ended July 3, 2026, as compared to $63.3 million for the quarter ended July 4, 2025.
Current wording
Selling and marketing expenses were $66.8 million for the quarter ended October 2, 2026, as compared to $62.8 million for the quarter ended October 3, 2025, representing an increase of $4.0 million, or approximately 6%. The increase was primarily attributable to higher variable compensation.
Previous wording
General and administrative expenses were $101.9 million for the quarter ended July 3, 2026, as compared to $91.2 million for the quarter ended July 4, 2025, representing an increase of $10.7 million, or approximately 12%. The increase was primarily attributable to third-party acquisition costs for the proposed Synaptics Merger and higher payroll‑related expenses.
Current wording
General and administrative expenses were $107.8 million for the quarter ended October 2, 2026, as compared to $87.3 million for the quarter ended October 3, 2025, representing an increase of $20.5 million, or approximately 23%. The increase was primarily attributable to third-party acquisition costs for the proposed Synaptics acquisition and higher variable compensation.
Previous wording
Amortization of intangible assets was $10.5 million for the quarter ended July 3, 2026, as compared to $11.0 million for the quarter ended July 4, 2025, representing a decrease of $0.5 million, or approximately 5%.
Current wording
Amortization of intangible assets was $10.5 million for the quarter ended October 2, 2026, as compared to $11.2 million for the quarter ended October 3, 2025, representing a decrease of $0.7 million, or approximately 6%.
Previous wording
Restructuring, asset impairments and other, net was $41.2 million for the quarter ended July 3, 2026, as compared to $49.2 million for the quarter ended July 4, 2025. Charges incurred for the quarter ended July 3, 2026 related to restructuring actions during the period. See Note 5: ''Restructuring, Asset Impairments and Other, Net'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q for additional information.
Current wording
Restructuring, asset impairments and other, net was $4.6 million for the quarter ended October 2, 2026, as compared to $19.6 million for the quarter ended October 3, 2025. Charges incurred for the quarter ended October 2, 2026 related to restructuring actions during the period. See Note 5: ''Restructuring, Asset Impairments and Other, Net'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q for additional information.
Previous wording
Interest expense decreased by $4.2 million to $13.7 million during the quarter ended July 3, 2026, as compared to $17.9 million during the quarter ended July 4, 2025, due to the repayment of the Revolving Credit Facility on December 31, 2025. Our average gross long-term debt for the quarter ended July 3, 2026 was $3,754.9 million at a weighted-average interest rate of 1.5%, as compared to $3,379.9 million at a weighted-average interest rate of 2.1% for the quarter ended July 4, 2025.
Current wording
Interest expense decreased by $3.8 million to $13.9 million during the quarter ended October 2, 2026, as compared to $17.7 million during the quarter ended October 3, 2025, driven by a lower weighted-average interest rate following the repayment of our interest-bearing Revolving Credit Facility on December 31, 2025 and the issuance of our 2031 0% Notes. Our average gross long-term debt for the quarter ended October 2, 2026 was $4,461.2 million at a weighted-average interest rate of 1.2%, as compared to $3,379.9 million at a weighted-average interest rate of 2.1% for the quarter ended October 3, 2025.
Previous wording
During the quarter ended July 3, 2026, other income was $8.6 million compared to other income of $1.5 million during the quarter ended July 4, 2025, primarily attributable to increased dividend income.
Current wording
During the quarter ended October 2, 2026, other income was $17.6 million compared to other income of $3.6 million during the quarter ended October 3, 2025, primarily due to higher dividend income from increased average money market fund balances. The immaterial gain on divestiture is included in this line for the quarter ended October 2, 2026.
Previous wording
We recorded an income tax provision of $43.4 million and $30.5 million for the quarters ended July 3, 2026 and July 4, 2025, respectively, representing effective tax rates of 16.0% and 15.1%, respectively.
Current wording
We recorded an income tax provision of $84.9 million and $17.7 million for the quarters ended October 2, 2026 and October 3, 2025, respectively, representing effective tax rates of 21.3% and 6.5%, respectively. The increase in the effective tax rate for the quarter was primarily attributable to a discrete tax benefit recognized in 2025 in connection with a return-to-provision adjustment following the finalization of our 2024 U.S. federal income tax return. The discrete benefit had a greater impact on the 2025 effective tax rate due to the lower level of pre-tax income in that period.
Previous wording
Revenue was $3,116.8 million and $2,914.4 million for the six months ended July 3, 2026 and July 4, 2025, respectively, representing an increase of $202.4 million, or approximately 7%, year over year due to increased demand across all end-markets. We had one customer, a distributor, whose revenue accounted for approximately 13% and 11% of our total revenue for the six months ended July 3, 2026 and July 4, 2025, respectively.
Current wording
Revenue was $4,839.1 million and $4,465.3 million for the nine months ended October 2, 2026 and October 3, 2025, respectively, representing an increase of $373.8 million, or approximately 8%, year over year due to higher demand across substantially all end-markets. We had one customer, a distributor, whose revenue accounted for approximately 14% and 13% of our total revenue for the nine months ended October 2, 2026 and October 3, 2025, respectively, across all reportable segments.
Previous wording
Revenue from AMG decreased by $36.2 million, or approximately 3%, for the six months ended July 3, 2026 compared to the six months ended July 4, 2025 attributable to lower demand in all end-markets. This was driven by a decrease in revenue of $15.3 million, $6.5 million and $14.4 million in the automotive, industrial and other end-markets, respectively.
Current wording
Revenue from ISG increased by $21.4 million, or approximately 3%, for the nine months ended October 2, 2026 compared to the nine months ended October 3, 2025 due to higher demand. This was driven by an increase in revenue of $27.4 million and $6.5 million in the industrial and other end-markets, offset by a decrease of $12.5 million in the automotive end-market.
Previous wording
Gross profit increased by $353.7 million, or approximately 42%, to $1,199.4 million for the six months ended July 3, 2026 compared to $845.7 million for the six months ended July 4, 2025 primarily due to the absence of $235.8 million of excess and obsolete inventory charges and a decrease in write-offs of consumables and manufacturing supplies recognized during the six months ended July 4, 2025.
Current wording
Gross profit increased by $479.5 million, or approximately 33%, to $1,912.4 million for the nine months ended October 2, 2026 compared to $1,432.9 million for the nine months ended October 3, 2025 primarily due to the absence of $235.8 million of excess and obsolete inventory charges and lower write-offs of consumables and manufacturing supplies compared to the prior-year period, partially offset by higher prices for certain manufacturing inputs.
Previous wording
Our gross margin increased by 9.5 percentage points from 29.0% for the six months ended July 4, 2025 to 38.5% for the six months ended July 3, 2026. The increase was primarily driven by the absence of prior-year excess and obsolete inventory charges and a decrease in consumables write-offs, slightly improved manufacturing utilization and favorable mix within certain business segments, partially offset by lower volumes in select end-markets.
Current wording
Our gross margin increased by 7.4 percentage points from 32.1% for the nine months ended October 3, 2025 to 39.5% for the nine months ended October 2, 2026. The increase was primarily driven by the absence of the prior-year excess and obsolete inventory charges, lower write-offs of consumables and manufacturing supplies, improved manufacturing utilization and favorable product mix within certain business segments, partially offset by higher prices for certain manufacturing inputs.
Previous wording
PSG gross profit increased by $126.7 million, primarily driven by higher revenue across all end-markets and improved absorption resulting from higher manufacturing utilization. PSG gross margin increased by 4.9 percentage points to 27.5% from 22.6%, primarily due to the decrease in write-offs of consumables and manufacturing supplies charge during the six months ended July 4, 2025, as well as improved utilization and operating leverage on higher volumes during the six months ended July 3, 2026.
Current wording
PSG gross profit increased by $256.2 million, primarily due to higher revenue across all end-markets and improved manufacturing utilization. PSG gross margin increased by 6.7 percentage points to 31.4% from 24.7%, primarily due to lower write-offs of consumables and manufacturing supplies, improved manufacturing utilization and operating leverage from higher volumes.
Previous wording
ISG gross profit increased by $228.9 million and gross margin increased to 40.4% from (9.1)%, primarily due to the absence of $230.3 million of excess and obsolete inventory charges recognized during the six months ended July 4, 2025, which did not reoccur during the six months ended July 3, 2026.
Current wording
ISG gross profit increased by $221.6 million and gross margin increased to 37.3% from 5.9%, primarily due to the absence of $230.3 million of excess and obsolete inventory charges recognized in the prior-year period.
Previous wording
Selling and marketing expenses were$126.3 million for the six months ended July 3, 2026, as compared to$131.6 million for the six months ended July 4, 2025, representing a decrease of $5.3 million, or approximately 4%. The decrease was primarily attributable to lower payroll-related expenses and reduced commission costs.
Current wording
Selling and marketing expenses were$193.1 million for the nine months ended October 2, 2026, as compared to$194.4 million for the nine months ended October 3, 2025, representing a decrease of $1.3 million, or approximately 1%.
Previous wording
Generaland administrative expenses were $191.3 million for the six months ended July 3, 2026, as compared to $175.6 million for the six months ended July 4, 2025, representingan increase of $15.7 million, or approximately 9%. The increase was primarily attributable to third-party acquisition costs for the proposed Synaptics Merger and higher payroll-related expenses.
Current wording
Generaland administrative expenses were $299.1 million for the nine months ended October 2, 2026, as compared to $262.9 million for the nine months ended October 3, 2025, representingan increase of $36.2 million, or approximately 14%. The increase was primarily attributable to third-party acquisition costs for the proposed Synaptics acquisition and increased variable compensation.
Previous wording
Amortization of intangible assets was$21.0 million and$22.4 million for the six months ended July 3, 2026 and July 4, 2025, respectively, representing a decrease of $1.4 million, or approximately 6%.
Current wording
Amortization of intangible assets was$31.5 million and$33.6 million for the nine months ended October 2, 2026 and October 3, 2025, respectively, representing a decrease of $2.1 million, or approximately 6%.
Previous wording
Restructuring, asset impairments and other, net was$370.5 million for the six months ended July 3, 2026, as compared to$588.5 million for the six months ended July 4, 2025, representing a decrease of $218.0 million. Charges incurred for the six months ended July 3, 2026 primarily relate to restructuring actions during the period. See Note 5: ''Restructuring, Asset Impairments and Other, Net'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q for additional information.
Current wording
Restructuring, asset impairments and other, net was$375.1 million for the nine months ended October 2, 2026, as compared to$608.1 million for the nine months ended October 3, 2025, representing a decrease of $233.0 million. Charges incurred for the nine months ended October 2, 2026 primarily relate to restructuring actions during the period. See Note 5: ''Restructuring, Asset Impairments and Other, Net'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q for additional information.
Previous wording
Interest expense decreased by $9.5 million to$26.4 million during the six months ended July 3, 2026, as compared to$35.9 million during the six months ended July 4, 2025, due to the repayment of the Revolving Credit Facility on December 31, 2025. Our average gross long-term debt balance for the six months ended July 3, 2026 was $3,754.9 million at a weighted-average interest rate of 2.8%, as compared to $3,379.9 million at a weighted-average interest rate of 2.1% for the six months ended July 4, 2025.
Current wording
Interest expense decreased by $13.3 million to$40.3 million during the nine months ended October 2, 2026, as compared to$53.6 million during the nine months ended October 3, 2025, driven by a lower weighted-average interest rate following the repayment of our interest-bearing Revolving Credit Facility on December 31, 2025 and the issuance of our 2031 0% Notes. Our average gross long-term debt balance for the nine months ended October 2, 2026 was $3,721.8 million at a weighted-average interest rate of 1.4%, as compared to $3,379.9 million at a weighted-average interest rate of 2.1% for the nine months ended October 3, 2025.
Previous wording
Other income was$12.4 million for the six months ended July 3, 2026 as compared to other income of$5.6 million for the six months ended July 4, 2025, primarily attributable to increased dividend income.
Current wording
Other income was$30.0 million for the nine months ended October 2, 2026, as compared to other income of$9.2 million for the nine months ended October 3, 2025, primarily due to higher dividend income from increased average money market fund balances. The immaterial gain on divestiture is included in this line for the nine months ended October 2, 2026.
Previous wording
We recorded an income tax provision of$31.7 million and income tax benefit of$45.3 million during the six months ended July 3, 2026 and July 4, 2025, respectively, representing effective tax rates of 14.0% and 12.6%, respectively.
Current wording
We recorded an income tax provision of$116.6 million and income tax benefit of$27.6 million during the nine months ended October 2, 2026 and October 3, 2025, respectively, representing effective tax rates of 18.6% and 32.2%, respectively. The change in the effective tax rate was primarily attributable to a discrete tax benefit recognized in 2025 related to a return-to-provision adjustment upon finalization of our 2024 U.S. federal income tax return. The impact of this discrete benefit on the 2025 effective tax rate was amplified by the relatively lower level of pre-tax income in that period.
Previous wording
Our principal sources of liquidity are cash on hand, short-term investments, cash generated from operations, available borrowings under our Revolving Credit Facility as well as new debt and/or equity issuances. In the near term, we expect to fund our cash requirements by utilizing any or a combination of these principal sources. Our cash and cash equivalents and short-term investments were approximately $3.9 billion as of July 3, 2026, and the Revolving Credit Facility has approximately $1.5 billion available for future borrowings.
Current wording
Our principal sources of liquidity are cash on hand, short-term investments, cash generated from operations, available borrowings under our Revolving Credit Facility as well as new debt and/or equity issuances. In the near term, we expect to fund our cash requirements by utilizing any or a combination of these principal sources. Our cash and cash equivalents and short-term investments were approximately $4.4 billion as of October 2, 2026, and the Revolving Credit Facility has approximately $1.5 billion available for future borrowings.
Previous wording
We believe that our cash on hand, cash generated from operations, amounts available under the Revolving Credit Facility are adequate to meet our working capital requirements and other business needs for at least the next 12 months and thereafter for the foreseeable future. Because the pending Synaptics acquisition is structured as an all-stock transaction, the merger consideration is not expected to require a significant use of the Company's cash or other liquidity resources. The ultimate treatment of Synaptics' existing indebtedness following the closing of the transaction is unknown at this time
Current wording
After considering our anticipated funding of the pending Synaptics acquisition as described above, we believe that our cash on hand, cash generated from operations and amounts available under the Revolving Credit Facility are adequate to meet our working capital requirements and other business needs for at least the next 12 months and thereafter for the foreseeable future. We expect to fund the Synaptics acquisition through a combination of cash on hand and borrowings under the Commitment Letter.
Previous wording
We continually evaluate our debt and capital structure and, when appropriate, we have completed and may in the future opportunistically undertake various measure to secure liquidity, repurchase shares of our common stock, reduce interest costs, amend, replace, renew, refinance, redeem or repurchase existing key financing arrangements and, in some cases, extend a portion of our debt maturities to continue to provide us additional operating flexibility.
Current wording
We continually evaluate our debt and capital structure and, when appropriate, we have completed and may in the future opportunistically undertake various measures to secure liquidity, repurchase shares of our common stock, reduce interest costs, amend, replace, renew, refinance, redeem or repurchase existing key financing arrangements and, in some cases, extend a portion of our debt maturities to continue to provide us additional operating flexibility.
Previous wording
Our cash flows from operating activities were $698.8 million and $786.6 million for the six months ended July 3, 2026 and July 4, 2025, respectively. The decrease in operating cash flows by $87.8 million was primarily driven by unfavorable changes in working capital, including the timing of cash receipts and payments.
Current wording
Our cash flows from operating activities were $1,215.2 million and $1,205.3 million for the nine months ended October 2, 2026 and October 3, 2025, respectively. The increase of $9.9 million was primarily driven by increased net income partially offset by favorable changes in working capital, including the timing of cash receipts and payments.
Previous wording
Net income for the six months ended July 3, 2026 improved compared to the prior‑year period, primarily due to lower non‑cash asset impairment and restructuring‑related charges, partially offset by accelerated depreciation and amortization expense for ROU assets and related improvements that were abandoned in connection with the 2025 and 2026 Manufacturing Realignment Programs. However, these improvements in earnings did not directly translate to higher operating cash flows, as working capital requirements had a more significant impact on cash generation during the period.
Current wording
Net income for the nine months ended October 2, 2026 improved compared to the prior‑year period, primarily due to lower non‑cash asset impairment and restructuring‑related charges, partially offset by accelerated depreciation and amortization expense for ROU assets and related improvements that were abandoned in connection with the 2025 and 2026 Manufacturing Realignment Programs.
Previous wording
Our ability to generate positive operating cash flows depends on, among other factors, the achievement of revenue targets, management of manufacturing and operating costs and effective management of working capital. The timing of collections from customers, payments to suppliers and inventory management also significantly influences our operating cash flows.
Current wording
Our ability to generate positive operating cash flows depends on, among other factors, the achievement of revenue targets, management of manufacturing and operating costs and effective management of working capital. The timing of collections from customers, payments to suppliers and inventory management also significantly influence our operating cash flows.
Previous wording
Our cash flows used in investing activities were $9.4 million and $336.6 million for the six months ended July 3, 2026 and July 4, 2025, respectively. The decrease of $327.2 million was primarily attributable to a decrease in capital expenditures and a decrease in the payments for acquisition of a business during the six months ended July 3, 2026. Our capital expenditures as a percentage of revenue were approximately 2%, and we expect capital expenditures of less than 5% of revenue for the year ended December 31, 2026.
Current wording
Our cash flows provided by investing activities were $144.7 million for the nine months ended October 2, 2026 and our cash flows used in investing activities were $487.8 million for the nine months ended October 3, 2025. The change of $632.5 million was primarily attributable to a decrease in capital expenditures, a decrease in purchases of short-term investments and a decrease in the payments for acquisition of a business during the nine months ended October 2, 2026. Additionally, we received $31.7 million of proceeds related to the divestiture of businesses during the nine months ended October 2, 2026. Our capital expenditures as a percentage of revenue were approximately 2%, and we expect annualized capital expenditures of approximately 2-3% of revenue for the year ended December 31, 2026.
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Previous report — wording carried elsewhere
Synaptics equity awards, subject to certain adjustments thereto in respect of, among other things, performance-based vesting conditions. Our Board of Directors unanimously approved the Merger Agreement and the issuance of our common stock in connection with the Merger.