45. LEASES~~. GOODWILL AND~~ ~~ACQUISITION-RELATED INTAN~~~~GIBLE ASSETS~~~~, NET~~

~~There have been no changes in the balance of goodwill during the three and nine months ended September 30, 2017.~~Lessee

~~Acquisition-related intangible assets~~ ~~consist~~The Company has operating leases primarily for administrative and sales and marketing offices, manufacturing operations and research and development facilities, employee housing units and certain equipment. These leases have remaining lease terms from less than a year to five years. Some of these leases include options to renew the ~~following (in thousands):~~

~~Amortization expense is recorded in cost of revenue in the Condensed Consolidated Statements of Operations.~~ For both the three months ended September 30, 2017 and 2016, amortization expense totaled $0.5 million. For both the nine months ended September 30, 2017 and 2016, amortization expense totaled $1.5 million.lease term for up to five years or on a month-to-month basis. The Company does not have finance lease arrangements.

As of ~~September~~June 30, ~~2017,~~2020 and December 31, 2019, operating lease ROU assets totaled $3.9 million and $2.9 million, respectively. As of June 30, 2020 and December 31, 2019, operating lease liabilities totaled $3.4 million and $2.4 million, respectively. The following tables summarize certain information related to the ~~estimated~~ leases (in thousands, except percentages):

For the three months ended June 30, 2020 and 2019, income related to lease payments was $0.4 million and $0.7 million, respectively. For the six months ended June 30, 2020 and 2019, income related to lease payments was $0.8 million and $0.9 million, respectively. As of June 30, 2020, future ~~amortization expense~~income related to lease payments was as follows (in thousands):

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if outstanding securities or other contracts to issue common stock were exercised or converted into common ~~stock,~~shares, and calculated using the treasury stock method. Contingently issuable shares, including equity awards with performance conditions or market conditions, are considered outstanding common shares and included in the basic net income per share as of the date that all necessary conditions to earn the awards have been satisfied. Prior to the end of the contingency period, the number of contingently issuable shares included in the diluted net income per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period.

The ~~Company’s outstanding~~Company’s RSUs contain forfeitable rights to receive cash dividend equivalents, which are accumulated and paid to the employees when the underlying RSUs vest. Dividend equivalents accumulated on the underlying RSUs are forfeited if the employees do not fulfill ~~their~~the requisite service requirement and, as a result, the awards do not vest. Accordingly, these awards are not treated as participating securities in the net income per share calculation.

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per-share amounts):

Anti-dilutive common stock equivalents were not material in any of the periods presented.

The Company operates in one reportable segment that includes the design, development, marketing and sale of high-performance analog solutions for the ~~consumer,~~ computing and storage, automotive, industrial, ~~automotive~~communications and ~~communications~~consumer markets. The ~~Company~~’sCompany’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company derives a majority of its revenue from sales to customers located outside North America, with geographic revenue based on the customers’ ship-to locations.

The Company sells its products primarily through ~~third-party~~third-party distributors and value-added resellers, and directly to ~~original equipment manufacturers, original design manufacturers~~OEMs, ODMs and ~~electronic manufacturing service~~EMS providers. The following table summarizes ~~two~~ those customers ~~who are distributors~~ with sales ~~greater than~~ equal to 10% or more of the Company's total ~~revenue:~~

Th~~e following table summarizes three customers who are distributors~~revenue, or with accounts receivable balances ~~greater than~~ equal to 10% or more of the Company’s total accounts receivable:

The ~~Company~~’sCompany’s agreements with these ~~third-party distributors~~third-party customers were made in the ordinary course of business and may be terminated with or without cause by these ~~distributors~~customers with advance notice. Although the Company may experience a short-term disruption in the distribution of its products and a short-term decline in revenue if its agreement with any of ~~these~~the distributors or the value-added reseller was terminated, the Company believes that such termination would not have a material adverse effect on its financial statements because it would be able to engage alternative distributors, resellers and other distribution channels to deliver its products to end customers within a short period following the termination of the agreement with the ~~distributor.~~ customer. If the Company's agreement with the direct customer was terminated, or if sales to such customer decrease significantly in future periods, the Company's operating results could be materially and adversely affected.

The following is a summary of ~~revenue~~revenue by geographic regions (in thousands):

The following is a summary of long-lived assets by geographic regions (in thousands):

The Company generally provides one to two-year warranties against defects in materials and workmanship and will either repair the products, provide replacements at no charge to customers or issue a refund. As they are considered assurance-type warranties, the Company does not account for them as separate performance obligations. Warranty reserve requirements are generally based on a specific assessment of the products sold with warranties when a customer asserts a claim for warranty or a product defect.

The Company has outstanding purchase commitments with its suppliers and other parties that require the future purchases of goods or services, which primarily consist of wafer and other inventory purchases, assembly and other manufacturing services, construction or purchases of property and equipment, and license arrangements. As of June 30, 2020, the Company’s outstanding purchase obligations totaled approximately $101.0 million.

The Company is a party to actions and proceedings in the ordinary course of business, including potential litigation initiated by its ~~shareholders,~~stockholders, challenges to the enforceability or validity of its intellectual property, claims that the ~~Company~~’sCompany’s products infringe on the intellectual property rights of others, and employment matters. These proceedings often involve complex questions of fact and law andmay require the expenditure of significant funds and the diversion of other resources to prosecute and defend. The Company defends itself vigorously against any such claims.

As of ~~September~~June 30, ~~2017,~~ 2020, there were no material pending legal proceedings to which the Company was a party.

The following is a summary of the ~~Company~~’sCompany’s cash, cash equivalents and ~~short-term and long-term~~ investments (in thousands):

The following table summarizes the contractual maturities of the ~~Company~~’s short-term and long-term available-for-sale investments ~~are~~ as ~~follows (in~~of June 30, 2020 (in thousands):

Realized gains and losses recognized on the sales and maturities of the available-for-sale investments were not material for any of the periods presented.

The following tables summarize the unrealized gain and loss positions related to the ~~Company’s~~ available-for sale investments (in thousands):

The following tables present information about the available-for-sale investments that had been in a continuous unrealized loss position for less than 12 months and for greater than 12 months (in thousands):

An impairment exists when the fair value of an investment is less than its amortized cost basis. As of June 30, 2020, the Company did not consider the impairment of its investments to be a result of credit losses. As of December 31, 2019, the Company did not consider the impairment of its investments to be other-than-temporary. The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. When evaluating a debt security for impairment, management reviews factors such as the Company’s intent to sell, or whether it will more likely than not be required to sell, the security before recovery of its amortized cost basis, the extent to which the fair value of the security is less than its cost, the financial condition of the issuer and the credit quality of the investment.

The Company’s auction-rate securities are backed by pools of student loans supported by guarantees by the U.S. Department of Education. The underlying maturities of these securities are up to 26 years. The Company has received all scheduled interest payments on a timely basis pursuant to the terms and conditions of the securities. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities, before recovery of its amortized cost basis. To date, the Company has redeemed $40.1 million, or 93% of the original portfolio in these auction-rate securities, at par without any realized losses.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Condensed Consolidated Balance Sheets to the amounts reported on the Condensed Consolidated Statements of Cash Flows (in thousands):

As of June 30, 2020 and December 31, 2019, restricted cash included a security deposit that is set aside in a bank account and cannot be withdrawn by the Company under the terms of a lease agreement. The restriction will end upon the expiration of the lease.9

The following ~~table details~~tables summarize the fair value ~~measurement~~measurement of the financial assets (in thousands):

The ~~Company~~’sCompany’s level 3 assets consist of government-backed student loan auction-rate ~~securities, which became illiquid in 2008.~~securities. The following table provides a rollforward of the fair value of the auction-rate securities (in thousands):

TheThe Company determined the fair value of the auction-rate securities using a discounted cash flow model with the following assumptions:

The ~~Company has a non-qualified, unfunded deferred compensation plan,~~fair value measurement involves the analysis of valuation techniques and evaluation of unobservable inputs commonly used by market participants to price similar instruments. Outputs from the valuation process are assessed against various market sources when they are available, including marketplace quotes, recent trades of similar illiquid securities and independent pricing services. The valuation of the auction-rate securities is subject to significant management judgment regarding projected future cash flows, which ~~provides certain key employees,~~will depend on many factors, including ~~executive management, with~~ the ~~ability to defer the receipt~~quality of compensation in order to accumulate funds for retirement on a tax deferred basis. The Company does not make contributions to the plan or guarantee returns on the investments. The Company is responsible for the plan’s administrative expenses. Participants’ deferrals and investment gains and losses remain as the Company’s liabilities and the underlying ~~assets are subject~~collateral, estimated time to ~~claims~~liquidity including potential to be called or restructured, underlying final maturity, and market conditions, among others. Changes in any of ~~general creditors.~~

~~The liabilities for compensation deferred under~~ the ~~plan are recorded at fair value in each reporting period. Changes~~unobservable inputs used in the fair value measurement of ~~the liabilities are included~~auction-rate securities in ~~operating expense~~isolation would result in a lower or higher fair value measurement. For example, an increase in the ~~Condensed Consolidated Statements of Operations. The Company manages the risk of changes~~time-to-liquidity assumption or estimated discount rate would result in ~~the~~a lower fair value of the liabilities by electing to match the liabilities with investments in corporate-owned life insurance policies and mutual funds that offset a substantial portion of the exposure. The investments are recorded at the cash surrender value of the corporate-owned life insurance policies and at the fair value of the mutual funds, which are classified as trading securities. Changes in the cash surrender value of the corporate-owned life insurance policies and the fair value of mutual fund investments are included in interest and other income, net in the Condensed Consolidated Statements of Operations.measurement.

The following table summarizes the deferred compensation plan balances inon the Condensed Consolidated Balance Sheets (in thousands):

The components of ~~interest and~~ other income, net, are as follows (in thousands):

The income tax provision or benefit for interim periods is generally determined using an estimate of the Company’s annual effective tax rate and adjusted for discrete items, if any, in the relevant period. Each quarter the estimate of the annual effective tax rate is updated, and if the Company’s estimated tax rate changes, a cumulative adjustment is made.

The income tax expense for the three ~~and nine~~ months ended ~~September~~June 30, ~~2017~~ 2020 was ~~$1.4~~$3.0 million, or ~~5.8%~~9.0% of pre-tax income. The income ~~and $3.1~~tax benefit for the six months ended June 30, 2020 was $(3.5) million, or ~~5.5%~~(5.6)% of pre-tax ~~income, respectively.~~income. The effective tax ~~rate~~rates differed from the federal statutory rate primarily ~~because~~due to excess tax benefits from stock-based compensation, and foreign income ~~generated by~~from the Company’s subsidiaries in Bermuda and China ~~was~~being taxed at lower statutory tax rates. ~~In addition,~~The decrease in the effective tax rates relative to the federal statutory rate was ~~impacted~~partially offset by ~~changes in~~ the ~~valuation allowance primarily related to stock-based compensation.~~inclusion of the global intangible low-taxed income (“GILTI”) tax.

The income tax ~~provision~~expense for the three ~~and nine~~ months ended ~~September~~June 30, ~~2016~~ 2019 was ~~$1.4~~$1.7 million, or ~~8.9%~~7.4% of pre-tax income. The income ~~and $2.7~~tax expense for the six months ended June 30, 2019 was $0.5 million, or ~~6.9%~~1.1% of pre-tax ~~income, respectively.~~income. The effective tax ~~rate~~rates differed from the federal statutory rate primarily ~~because~~due to foreign income ~~generated by~~from the Company’s subsidiaries in Bermuda and China ~~was~~being taxed at lower ~~rates. In addition,~~statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rates relative to the federal statutory rate was ~~impacted~~partially offset by ~~changes in~~ the ~~valuation allowance primarily related to stock-based compensation.~~inclusion of the GILTI tax.

~~On July 27, 2015, in~~ ~~Altera Corp. v. Commissioner~~, the U.S. Tax Court issued an opinion related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. A final decision was issued in December 2015, and the Internal Revenue Service (“IRS”) appealed the decision in February 2016. At this time, the U.S. Department of the Treasury has not withdrawn the requirement from its regulations to include stock-based compensation in the cost pool to be shared under a cost-sharing arrangement. Due to the uncertainty surrounding the status of the current regulations, questions related to the scope of potential benefits, and the risk of the Tax Court’s decision being overturned upon appeal, the Company has not recorded any adjustments as of September 30, 2017. The ~~Company will continue to monitor developments related to this opinion and the potential impact on its financial statements.~~

Upon adoption of ASU No. 2016-09 on January 1, 2017, excess tax benefits are now recognized in the income tax provision in the Condensed Consolidated Statements of Operations prospectively, rather than in additional paid-in capital in the Condensed Consolidated Balance Sheets. The Company applied the modified retrospective method and there was no net cumulative-effect adjustment to retained earnings on January 1, 2017, as the increase in deferred tax assets for previously unrecognized excess tax benefits was fully offset by a valuation allowance.

~~As of September 30, 2017, the Company had $~~16.1 million of unrecognized tax benefits, $4.5 million of which would affect its effective tax rate if recognized after considering the valuation allowance. As of December 31, 2016, the Company had $14.4 million of unrecognized tax benefits, $3.5 million of which would affect its effective tax rate if recognized after considering the valuation allowance.

~~Uncertain~~Company’s uncertain tax positions relate to the allocation of income and deductions among ~~the Company~~’sits global entities and to the determination of the research and development tax credit. ~~The~~Various events, some of which cannot be predicted, such as clarification of tax law by administrative or judicial means, may occur and would require the Company ~~expects~~ to ~~release approximately $0.6 million of~~increase or decrease its ~~unrecognized~~reserves and effective income tax ~~benefits in the fourth quarter of 2017 as a result of a lapse of the statute of limitation. It is reasonably possible that~~rate over the next ~~twelve-month period the Company may experience other increases or decreases in its unrecognized tax benefits.~~twelve months. However, it is not possible to determine either the magnitude or the range of ~~other~~ increases or decreases at this time.

In July 2015, the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner, invalidating the Treasury regulations that require participants in qualified intercompany cost-sharing arrangements to share stock-based compensation costs. A final decision was issued by the Tax Court in December 2015, and the Internal Revenue Service (“IRS”) appealed the decision in June 2016. In June 2019, the Ninth Circuit Court of Appeals upheld the cost-sharing regulations. In July 2019, Altera filed a petition for rehearing en banc in the Ninth Circuit Court of Appeals. In November 2019, the Ninth Circuit Court of Appeals declined to rehear the case. In February 2020, Altera filed a petition with the U.S. Supreme Court to review the case. In June 2020, the Supreme Court denied Altera's petition for writ of certiorari, declining to review the decision of the Ninth Circuit Court of Appeals. Based on the Supreme Court’s denial to hear the Altera case, until and unless there is further litigation on this matter in the future, the Company considers the matter resolved and there was no impact on the Company’s current treatment of stock-based compensation costs.

~~The Company recognizes interest and penalties, if any, related to uncertain tax positions in its~~ ~~income tax provision. As~~

13~~. ACCUMU~~~~LATED~~14. ACCUMULATED OTHER COMPREHENSIVE ~~INCOME (~~LOSS)

The following table summarizes the changes in accumulated other comprehensive ~~income (loss)~~loss (in thousands):

The amounts reclassified from accumulated other comprehensive ~~income (loss)~~loss were recorded in ~~interest and~~ other income, net, inon the Condensed Consolidated Statements of Operations.

In February 2016, the Board of Directors approved a stock repurchase program (the “2016 Program”) that authorized the Company to repurchase up to $50 million in the aggregate of its common stock through December 31, 2016. In December 2016, the Board of Directors approved an extension of the 2016 Program through December 31, 2017.

~~For the three~~ and nine months ended September 30, 2017 and 2016, the Company did not repurchase any shares under the 2016 Program. As of September 30, 2017, $50 million remained available for future repurchases. Shares will be retired upon repurchase.

~~In June 2014,~~The Company has a dividend program approved by the Board of Directors, ~~approved a dividend program~~ pursuant to which the Company intends to pay quarterly cash dividends on its common stock. Based on the Company’s historical practice, stockholders of record as of the last business day of the quarter are entitled to receive the quarterly cash dividends when and if declared by ~~our~~the Board of Directors, which are payable to the stockholders in the following month. The Board of Directors declared the following cash dividends (in thousands, except per-share amounts):

As of ~~September~~June 30, ~~2017~~ 2020 and December 31, ~~2016,~~2019, accrued dividends totaled ~~$8.3~~$22.4 million and ~~$8.2~~$17.4 million, respectively.

The declaration of any future cash dividends is at the discretion of the Board of Directors and will depend on, among other things, the ~~Company~~’sCompany’s financial condition, results of operations, capital requirements, business conditions, ~~statutory requirements of Delaware law, compliance with the terms of future indebtedness and credit facilities~~ and other factors that the Board of Directors may deem relevant, as well as a determination that cash dividends are in the best interests of the stockholders.

The Company anticipates that ~~the~~ cash used for future ~~dividends~~dividend payments will come from its ~~current~~ domestic cash, ~~and~~ cash generated from ongoing U.S. ~~operations. If~~operations, and cash ~~held by the Company’s international~~repatriated from its Bermuda subsidiary. The Company also anticipates that earnings from other foreign subsidiaries ~~is needed for the payment of dividends, the Company may~~will continue to be ~~required to accrue and pay U.S. taxes to repatriate the funds under the current tax laws.~~indefinitely reinvested.

~~Under the Company’s stock plans, outstanding~~The Company's RSUs contain rights to receive cash dividend equivalents, which entitle employees who hold RSUs to the same dividend value per share as holders of common stock. The dividend equivalents are accumulated and paid to the employees when the underlying RSUs vest. Dividend equivalents accumulated on the underlying RSUs are forfeited if the employees do not fulfill ~~their~~the requisite service requirement and, as a result, the awards do not vest. As of ~~September~~June 30, ~~2017~~ 2020 and December 31, ~~2016,~~ 2019, accrued dividend equivalents totaled ~~$5.6~~$10.8 million and ~~$4.1~~$10.6 million, respectively.

In ~~October 2017,~~ July 2020, the ~~Company entered into agreements~~Compensation Committee granted 43,000 MPSUs to ~~purchase office space in Shanghai, China~~the executive officers and ~~Hangzhou, China for approximately $14.4 million~~2,000 MPSUs to certain key employees, which represent a target number of shares that can be earned based on the achievement of both market and ~~$16.0 million, respectively.~~performance conditions (“2020 MPSUs”). The ~~Company closed both transactions by early November 2017.~~

maximum number of shares that an employee can earn is 500% of the target number of the 2020 MPSUs. The market conditions consist of the achievement of 5 stock price targets ranging from $260 to $300 with a performance period through July 20, 2023, and the performance condition consists of the achievement of one business operating goal with a performance period through December 31, 2021. Upon achievement of the market and performance conditions, 75% of the 2020 MPSUs will vest on July 20, 2023 and 25% of the 2020 MPSUs will vest on July 20, 2024. All vested shares will be subject to a post-vesting sales restriction period of one year.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that have been made pursuant to and in reliance on the provisions of the Private Securities Litigation Reform Act of 1995. These statements include, among ~~other things,~~others, statements concerning:

In some cases, words such as “would,” “could,” “may,” “should,” “predict,” “potential,” “targets,” “continue,” “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “will,” the negative of these terms or other variations of such terms and similar expressions relating to the future identify forward-looking statements. All forward-looking statements are based on our current outlook, expectations, estimates, projections, beliefs and plans or objectives about our business and our ~~industry.~~industry, including our expectations regarding the potential impacts of the COVID-19 pandemic on our business. These statements are not guarantees of future performance and are subject to risks and uncertainties. Actual events or results could differ materially and adversely from those expressed in any such forward-looking statements. Risks and uncertainties that could cause actual results to differ materially include those set forth throughout this Quarterly Report on Form 10-Q and, in particular, in the section entitled “Item 1A. Risk Factors.” Except as required by law, we disclaim any duty to, and undertake no obligation to, update any forward-looking statements, whether as a result of new information relating to existing conditions, future events or otherwise or to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Readers should carefully review future reports and documents that we file from time to time with the ~~Securities and Exchange Commission,~~SEC, such as our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

~~The following management~~’s discussion and analysis should be read in connection with the information presented in our unaudited condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2017 included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes for the year ended December 31, 2016 included in our Annual Report on Form 10-K.

Table of Contents

We are a leading semiconductor company that designs, develops and markets high-performance power solutions. ~~Founded~~Incorporated in 1997, ~~MPS’s~~our core strengths include deep system-level and applications knowledge, strong analog design expertise and an innovative proprietary process technology. These combined strengths enable ~~MPS~~us to deliver highly integrated monolithic products that offer ~~energy efficient,~~energy-efficient, cost-effective, easy-to-use solutions for systems found in computing and storage, automotive, industrial, ~~applications, telecommunication infrastructures, cloud computing, automotive,~~communications and consumer applications. Our mission is to reduce total energy consumption in our ~~customers'~~customers’ systems with green, practical and compact solutions. We believe that we differentiate ourselves by offering solutions that are more highly integrated, smaller in size, more ~~energy efficient,~~energy-efficient, more accurate with respect to performance specifications and, consequently, more cost-effective than many competing solutions. We plan to continue to introduce new products within our existing product families, as well as in new innovative product categories.

We operate in the cyclical semiconductor industry where there is seasonal demand for certain products. We are not immune from current and future industry downturns, but we have targeted product and market areas that we believe have the ability to offer above average industry performance over the long term.

We work with third parties to manufacture and assemble our ~~integrated circuits (“ICs”).~~ICs. This has enabled us to limit our capital expenditures and fixed costs, while focusing our engineering and design resources on our core strengths.

Following the introduction of a product, our sales cycle generally takes a number of quarters after we receive an initial customer order for a new product to ramp up. Typical lead ~~time~~times for orders ~~is fewer than 90 days.~~are generally 8 to 16 weeks. These factors, combined with the fact that orders in the semiconductor industry can typically be cancelled or rescheduled without significant penalty to the customer, make the forecasting of our orders and revenue difficult.

We derive most of our revenue from sales through distribution arrangements and direct sales to customers in Asia, where ~~the~~our products ~~we produce~~ are incorporated into end-user products. Our revenue from direct or indirect sales to customers in Asia was ~~89%~~90% and ~~91%~~89% for the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016, and 89%~~2019, respectively, and 90% and 88% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively. We derive a majority of our revenue from the sales of our DC to DC converter products which serve the ~~consumer,~~ computing and storage, automotive, industrial, ~~automotive~~communications and ~~communications~~consumer markets. We believe our ability to achieve revenue growth will depend, in part, on our ability to develop new products, enter new market segments, gain market share, manage litigation risk, diversify our customer base and ~~successfully~~continue to secure manufacturing capacity.

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, which continues to spread rapidly in the U.S. and globally. Governmental authorities have implemented numerous containment measures, including travel-related restrictions, quarantines, shelter-in-place orders, and business restrictions and shutdowns. These measures have resulted in a global slowdown of economic activity and a decrease in demand for a broad variety of goods and services, while also disrupting business operations for an unknown period of time until the disease is contained. Although certain restrictions have recently begun to ease in the U.S. and globally, economic conditions remained uncertain as of the end of the second quarter of 2020.

Our primary focus is to continue to execute our business plan and mitigate the effect of the pandemic on our financial position and operations, while actively taking all necessary precautions to ensure the safety of our employees, our suppliers and our customers. Except as discussed below, the pandemic did not materially and adversely impact our overall results of operation or business operations during the second quarter of 2020. Some of the key developments and initiatives we implemented include, but are not limited to, the following:

Our top priority during the pandemic is protecting the health and safety of our employees. As governments continue to institute new restrictions on commercial operations, we are working to ensure our compliance while also maintaining business continuity for essential operations. In Asia, the United States and Europe, we have implemented work-from-home arrangements in accordance with local regulations. To date, we believe these arrangements have allowed us to successfully maintain business operations and customer relations.

Table of Contents

Our manufacturing facilities in China and South Korea are fully operational and have experienced minimal disruptions, as we continue to follow the proper guidance issued by local and national government authorities. In addition, we have not experienced any major supply chain issues.

Our automotive revenue declined in the second quarter of 2020 as a number of OEMs temporarily shut down productions in response to the pandemic. Despite the factory closures, we continued to receive significant interest from customers in our technology and design capabilities in applications including infotainment, smart lighting, advanced driver-assistance systems and autonomous driving. We believe we are well-positioned to accelerate growth when the automotive market conditions improve.

Other than the automotive market, we did not experience a decrease in customer demand as a result of the pandemic and our ability to secure and fulfill customer orders was not affected in the second quarter of 2020. Furthermore, there were no significant delays in payments by our customers.

Our cash and investment balances remain strong and we continue to generate positive operating cash flows. We believe we have sufficient liquidity to satisfy our cash needs as we manage through the current uncertain environment. However, we will continue to monitor, evaluate and take action, as necessary, to preserve adequate liquidity to support our business for the remainder of 2020.

We are actively working with our stakeholders, including customers, suppliers and employees, to address the impact of the pandemic. We will continue to monitor the situation, to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. However, we cannot reasonably estimate the duration and severity of the pandemic or its ultimate impact on the global economy, the semiconductor industry and our business. A prolonged economic slowdown as a result of the pandemic could materially and adversely impact our business, results of operations and financial condition for the remainder of 2020 and beyond.

~~Other than those discussed~~In preparing our condensed consolidated financial statements in ~~“Recent Accounting Pronouncements” in Note 1~~accordance with GAAP, we are required to ~~Condensed Consolidated Financial Statements, there have been no significant changes~~make estimates, assumptions and judgments that affect the amounts reported in our ~~critical accounting policies~~financial statements and ~~estimates~~the accompanying disclosures. Estimates and judgments used in the preparation of our condensed consolidated financial statements ~~during~~are, by their nature, uncertain and unpredictable, and depend upon, among other things, many factors outside of our control, such as demand for our products, economic conditions and other current and future events, such as the ~~three~~impact of the COVID-19 pandemic. As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require our management to update the significant estimates and ~~nine months ended September 30, 2017,~~assumptions used in the preparation of the condensed consolidated financial statements, as compared to those disclosed in the Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019. As new events continue to evolve and additional information becomes available, any changes to these estimates and assumptions will be recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from these estimates and assumptions, and any such differences may be material to our condensed consolidated financial statements.

Table of Contents

The table below sets forth the data inon the Condensed Consolidated ~~Statement~~sStatements of Operations as a percentage of revenue:

The following table summarizes our revenue by end ~~market, based on management’s assessment of available end market data:~~market:

Revenue for the three months ended ~~September~~June 30, ~~2017~~2020 was ~~$128.9~~$186.2 million, an increase of ~~$22.4~~$35.2 million, or ~~21.1%~~23.3%, from ~~$106.5~~$151.0 million for the three months ended ~~September~~June 30, ~~2016.~~2019. This increase was driven by higher sales in all of our end markets except for ~~communications.~~the automotive market. Overall unit shipments decreased by 2% and average sales prices increased by ~~approximately 4% due~~25% compared to ~~higher market demand with current customers and design wins with new customers, coupled with a 15%~~the same period in 2019. The increase in average sales prices was primarily driven by changes in product mix with more sales coming from products with higher unit prices.

~~Revenue from the consumer~~ ~~market for~~For the three months ended ~~September~~June 30, ~~2017 increased $11.7 million, or 26.8%, from the same period in 2016. This increase was primarily driven by higher demand in gaming and home appliance products. Revenue~~2020, revenue from the computing and storage market increased ~~$5.6~~$22.5 million, or ~~23.7%~~54.1%, from the same period in ~~2016.~~2019. This increase was primarily driven by strength in the solid-state drive storage and the cloud computing markets. Revenue from the ~~industrial~~communications market increased ~~$1.8~~$8.1 million, or ~~12.6%~~37.0%, from the same period in ~~2016.~~2019. This increase was primarily driven by increased infrastructure sales including those related to 5G networks. Revenue from the industrial market increased $4.2 million, or 18.5%, from the same period in 2019. This increase was primarily driven by higher sales in power source products. Revenue from the ~~automotive~~consumer market increased ~~$4.2~~$3.9 million, or ~~48.8%~~8.8%, from the same period in ~~2016.~~2019. This increase was primarily driven by ~~higher~~increased sales ~~in products~~ for ~~infotainment, safety~~gaming and ~~connectivity applications.~~home appliance products. Revenue from the ~~communications~~automotive market decreased ~~$0.8~~$3.4 million, or ~~5.0%~~16.2%, from the same period in ~~2016.~~2019. This decrease was primarily ~~driven~~due to the impact of the COVID-19 pandemic, which has resulted in temporary production shutdowns by ~~lower demand in networking and telecommunication application markets.~~certain OEMs.

Revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 was ~~$341.5~~$352.0 million, an increase of ~~$56.5~~$59.6 million, or ~~19.8%~~20.4%, from ~~$285.0~~$292.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019. This increase was driven by higher sales in all of our end ~~markets.~~markets except for the automotive market. Overall unit shipments increased by ~~8% due~~1% and average sales prices increased by 18% compared to ~~higher market demand with current customers and design wins with new customers, coupled with an 11%~~the same period in 2019. The increase in average sales ~~prices.~~

~~Revenue from~~ ~~the consumer market for the nine months ended September 30, 2017 increased $19.1 million, or 16.5%, from the same period in 2016. This increase~~prices was primarily driven by changes in product mix with more sales coming from products with higher ~~demand in gaming and home appliance products. Revenue~~unit prices.

For the six months ended June 30, 2020, revenue from the computing and storage market increased ~~$16.9~~$35.3 million, or ~~29.6%~~43.7%, from the same period in ~~2016.~~2019. This increase was primarily driven by strength in the solid-state drive storage ~~high-performance notebook~~ and the cloud computing markets. Revenue from the ~~industrial~~communications market increased ~~$6.2~~$13.8 million, or ~~15.3%~~31.3%, from the same period in ~~2016.~~2019. This increase was primarily driven by increased infrastructure sales including those related to 5G networks. Revenue from the industrial market increased $8.1 million, or 18.4%, from the same period in 2019. This increase was primarily driven by higher sales in power source, security and ~~point of sale system~~meter products. Revenue from the consumer market increased $3.1 million, or 3.8%, from the same period in 2019. This increase was primarily driven by increased sales for gaming and home appliance products. Revenue from the automotive market ~~increased $14.1~~decreased $0.7 million, or ~~59.1%~~1.6%, from the same period in ~~2016.~~2019. This ~~increase~~decrease was primarily ~~driven by higher sales in products for infotainment, safety and connectivity applications. Revenue from the communications market was essentially flat compared~~due to the ~~same period~~impact of the COVID-19 pandemic, which has resulted in ~~2016.~~temporary production shutdowns by certain OEMs.

Table of Contents

Cost of revenue primarily consists of costs incurred to manufacture, assemble and test our products, as well as warranty costs, inventory-related and other overhead costs, and stock-based compensation expenses. ~~In addition, cost of revenue includes amortization for acquisition-related intangible assets.~~

Cost of revenue was ~~$58.1~~$83.6 million, or ~~45.0%~~44.9% of revenue, for the three months ended ~~September~~June 30, ~~2017,~~2020, and ~~$48.5~~$67.8 million, or ~~45.6%~~44.9% of revenue, for the three months ended ~~September~~June 30, ~~2016.~~2019. The ~~$9.6~~$15.8 million increase in cost of revenue was primarily due to a ~~4% increase in overall unit shipments, coupled with an 18%~~17% increase in the average direct cost of units ~~shipped.~~

~~Gross margin~~shipped, which was ~~55.0~~% for the three months ended September 30, 2017, compared with 54.4% for the three months ended September 30, 2016. The increase in gross margin was primarily due to lower labor and manufacturing overhead costs as a percentage of revenue, partially offset by ~~increased sales of lower margin products.~~

~~Cost of revenue was $154.4 million, or 45.2~~% of revenue, for the nine months ended September 30, 2017, and $130.7 million, or 45.8% of revenue, for the nine months ended September 30, 2016. The $23.7 million increase in cost of revenue was primarily due to an 8% increasea 2% decrease in overall unit ~~shipments, coupled with a 12% increase in the average direct cost of units shipped.~~shipments. The increase in cost of revenue was also driven by an increase ~~of $1.7 million~~ in inventory write-downs.

Gross margin was ~~54.8%~~55.1% for the ~~nine~~three months ended ~~September~~June 30, ~~2017,~~2020, compared with ~~54.2%~~55.1% for the ~~nine~~three months ended ~~September~~June 30, ~~2016.~~2019. For the three months ended June 30, 2020, gross margin was favorably impacted by increased sales of higher margin products compared to the same period in 2019. This increase was primarily offset by higher inventory write-downs as a percentage of revenue.

Cost of revenue was $157.9 million, or 44.9% of revenue, for the six months ended June 30, 2020, and $131.1 million, or 44.9% of revenue, for the six months ended June 30, 2019. The $26.8 million increase in ~~gross margin~~cost of revenue was primarily due to ~~lower labor~~a 12% increase in the average direct cost of units shipped, and a 1% increase in overall unit shipments. The increase in cost of revenue was also driven by an increase in manufacturing overhead costs and inventory write-downs.

Gross margin was 55.1% for the six months ended June 30, 2020, compared with 55.1% for the six months ended June 30, 2019. For the six months ended June 30, 2020, gross margin was favorably impacted by increased sales of higher margin products compared to the same period in 2019. This increase was primarily offset by higher manufacturing overhead costs and inventory write-downs as a percentage of ~~revenue, partially offset by higher inventory write-downs.~~revenue.

~~Research and~~ ~~development (“~~R~~&D”)~~&D expenses primarily consist of salary and benefit expenses, bonuses, ~~and~~ stock-based compensation ~~expenses~~and deferred compensation for design and product engineers, expenses related to new product development and supplies, and facility costs.

R&D expenses were ~~$21.4~~$31.7 million, or ~~16.6%~~17.0% of revenue, for the three months ended ~~September~~June 30, ~~2017~~2020, and ~~$20.5~~$27.5 million, or ~~19.2%~~18.2% of revenue, for the three months ended ~~September~~June 30, ~~2016.~~2019. The ~~$0.9~~$4.2 million increase in R&D expenses was primarily due to an increase of ~~$0.9 million in compensation expenses, which include salary, benefits and bonuses. Our R&D headcount was 624 employees as of September 30, 2017, compared with 570 employees as of September 30, 2016.~~

~~R&D expen~~ses were $60.6 million, or 17.8% of revenue, for the nine months ended September 30, 2017 and $55.7 million, or 19.5% of revenue, for the nine months ended September 30, 2016. The $4.9 million increase in R&D expenses was primarily due to an increase of $2.1$3.5 million in compensation expenses, which include salary, benefits and bonuses, ~~an increase of $1.2 million in laboratory supplies, an increase of $1.1 million in new product development expenses,~~ and an increase of ~~$0.5~~$1.0 million in expenses related to changes in the value of the deferred compensation plan liabilities. These increases were partially offset by a decrease of $0.7 million in new product development expenses. Our R&D headcount was 863 employees as of June 30, 2020, compared with 746 employees as of June 30, 2019.

R&D expenses were $57.6 million, or 16.4% of revenue, for the six months ended June 30, 2020, and $53.0 million, or 18.1% of revenue, for the six months ended June 30, 2019. The $4.6 million increase in R&D expenses was primarily due to an increase of $5.4 million in compensation expenses, which include salary, benefits and bonuses. These increases were partially offset by a decrease of $1.0 million in expenses related to changes in the value of the deferred compensation plan liabilities.

Table of Contents

~~Selling, general and administrative (“~~SG~~&A”)~~&A expenses primarily include salary and benefit expenses, bonuses, ~~and~~ stock-based compensation ~~expenses~~and deferred compensation for sales, marketing and administrative personnel, sales commissions, travel expenses, facilities costs, and professional service fees.

SG&A expenses were ~~$25.3~~$40.9 million, or ~~19.6%~~22.0% of revenue, for the three months ended ~~September~~June 30, ~~2017~~2020, and ~~$22.4~~$35.1 million, or ~~21.0%~~23.2% of revenue, for the three months ended ~~September~~June 30, ~~2016.~~2019. The ~~$2.9~~$5.8 million increase in SG&A expenses was primarily due to an increase of ~~$0.8 million in compensation expenses, which include salary, benefits and bonuses,~~ an increase of $0.7 million in commission expenses due to higher revenue, an increase of $0.6 million in stock-based compensation expenses mainly associated with the performance-based equity awards, and an increase of $0.4 million in depreciation expense. Our SG&A headcount was 378 employees as of September 30, 2017, compared with 350 employees as of September 30, 2016.

~~SG&A expenses were $73.2 million, or 21.4% of revenue, for the nine months ended September 30, 2017 and $61.7 million, or 21.6% of revenue, for the nine months ended September~~ 30, 2016. The $11.5 million increase in SG&A expenses was primarily due to an increase of $3.3 million in stock-based compensation expenses mainly associated with the performance-based equity awards, an increase of $2.3$3.4 million in compensation expenses, which include salary, benefits and bonuses, an increase of ~~$1.3 million in depreciation expense, an increase of $0.6~~$1.8 million in expenses related to changes in the value of the deferred compensation plan liabilities, and an increase of ~~$0.5~~$1.2 million in commission expenses ~~due to~~driven by higher revenue. ~~In addition, contributing to~~These increases were partially offset by a decrease of $1.2 million in stock-based compensation expenses, which were mainly associated with performance-based equity awards. Our SG&A headcount was 521 employees as of June 30, 2020, compared with 458 employees as of June 30, 2019.

SG&A expenses were $73.0 million, or 20.8% of revenue, for the six months ended June 30, 2020, and $65.6 million, or 22.4% of revenue, for the six months ended June 30, 2019. The $7.4 million increase in SG&A expenses ~~for the nine months ended September 30, 2017~~ was ~~a stock-based compensation credit recorded in the nine months ended September 30, 2016~~primarily due to ~~the retirement~~an increase of ~~our then Chief Financial Officer~~$5.8 million in ~~the first quarter~~compensation expenses, which include salary, benefits and bonuses, an increase of ~~2016. As the service or performance conditions for her outstanding restricted stock units had not been satisfied at the time of her departure, we reversed previously accrued~~$1.4 million in stock-based compensation expenses, ~~of approximately $2.9 million~~which were mainly associated with performance-based equity awards, and an increase of $1.0 million in commission expenses driven by higher revenue. These increases were partially offset by a decrease of $1.6 million in expenses related to changes in the ~~unvested restricted stock units and recorded~~value of the ~~credit in SG&A expenses for the nine months ended September 30, 2016.~~ deferred compensation plan liabilities.

Litigation expense was ~~$0.3~~$2.1 million for the three months ended ~~September~~June 30, ~~2017,~~2020, compared with ~~$55,000~~$0.5 million for the three months ended ~~September~~June 30, ~~2016.~~2019. The increase ~~in litigation expense~~ was primarily due to ~~increased litigation activity.~~an ongoing patent infringement lawsuit in which we are the defendant.

Litigation expense was ~~$0.9~~$4.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, compared with ~~$92,000~~$0.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019. The increase ~~in litigation expense~~ was primarily due to ~~increased litigation activity. In addition, contributing to~~an ongoing patent infringement lawsuit in which we are the ~~increase in litigation expense was $0.2 million in proceeds received in connection with a litigation settlement recorded in the nine months ended September 30, 2016.~~defendant.

~~Interest~~ ~~and other~~Other income, net, was ~~$1.3~~$5.2 million for the three months ended ~~September~~June 30, ~~2017,~~2020, compared with ~~$0.8~~other income, net, of $2.2 million for the three months ended ~~September~~June 30, ~~2016.~~2019. The increase was primarily due to an increase of $0.8 million in interest income, partially offset by an increase of $0.2 million in amortization of premium on available-for-sale investments and an increase of $0.2 million in foreign currency exchange loss.

Interest and other income, net, was $3.9 million for the nine months ended September 30, 2017, compared with $1.9 million for the nine months ended September 30, 2016. The increase was primarily due to an increase of $2.3 million in interest income and an increase of $0.8$3.0 million in income related to changes in the value of the deferred compensation plan investments, and an increase of $0.7 million in interest income primarily as a result of higher investment balances. These favorable changes were partially offset by an increase of $0.5 million in amortization of the premium on available-for-sale securities.

Other income, net, was $3.5 million for the six months ended June 30, 2020, compared with other income, net, of $5.6 million for the six months ended June 30, 2019. The decrease was primarily due to an increase of $2.7 million in expense related to changes in the value of the deferred compensation plan investments and an increase of $0.9 million in amortization of the premium on available-for-sale ~~investments and~~securities. These unfavorable changes were partially offset by an increase of ~~$0.3~~$1.4 million in ~~foreign currency exchange loss.~~interest income primarily as a result of higher investment balances.

The income tax provision or benefit for interim periods is generally determined using an estimate of our annual effective tax rate and adjusted for discrete items, if any, in the relevant period. Each quarter the estimate of the annual effective tax rate is updated, and if our estimated tax rate changes, a cumulative adjustment is made.

The income tax expense for the three ~~and nine~~ months ended ~~September~~June 30, ~~2017~~2020 was ~~$1.4~~$3.0 million, or ~~5.8%~~9.0% of pre-tax income. The income ~~and $3.1~~tax benefit for the six months ended June 30, 2020 was $(3.5) million, or ~~5.5%~~(5.6)% of pre-tax ~~income, respectively.~~income. The effective tax ~~rate~~rates differed from the federal statutory rate primarily ~~because~~due to excess tax benefits from stock-based compensation, and foreign income ~~generated by~~from our subsidiaries in Bermuda and China ~~was~~being taxed at lower statutory tax rates. ~~In addition,~~The decrease in the effective tax rates relative to the federal statutory rate was ~~impacted~~partially offset by ~~changes in~~ the ~~valuation allowance primarily related to stock-based compensation.~~inclusion of the GILTI tax.

The income tax ~~provision~~expense for the three ~~and nine~~ months ended ~~September~~June 30, ~~2016~~2019 was ~~$1.4~~$1.7 million, or ~~8.9%~~7.4% of pre-tax income. The income ~~and $2.7~~tax expense for the six months ended June 30, 2019 was $0.5 million, or ~~6.9%~~1.1% of pre-tax ~~income, respectively.~~income. The effective tax ~~rate differed~~rates differed from the federal statutory rate primarily ~~because~~due to foreign income ~~generated by~~from our subsidiaries in Bermuda and China ~~was~~being taxed at lower ~~rates. In addition,~~statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rates relative to the federal statutory rate was ~~impacted~~partially offset by ~~changes in~~ the ~~valuation allowance primarily related to stock-based compensation.~~

~~On July 27, 2015, in~~~~Altera Corp. v. Commissioner~~, the U.S. Tax Court issued an opinion related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. A final decision was issued in December 2015, and the IRS appealed the decision in February 2016. At this time, the U.S. Departmentinclusion of the Treasury has not withdrawn the requirement from its regulations to include stock-based compensation in the cost pool to be shared under a cost-sharing arrangement. Due to the uncertainty surrounding the status of the current regulations, questions related to the scope of potential benefits, and the risk of the Tax Court’s decision being overturned upon appeal, we have not recorded any adjustments as of September 30, 2017. We will continue to monitor developments related to this opinion and the potential impact on our financial statements.GILTI tax.

Table of Contents

As of ~~September~~June 30, ~~2017,~~2020, we had cash and cash equivalents of ~~$104.4~~$156.5 million and short-term investments of ~~$195.2~~$355.8 million, compared with cash and cash equivalents of ~~$112.7~~$173.0 million and short-term investments of ~~$155.5~~$282.4 million as of December 31, ~~2016.~~2019. As of ~~September~~June 30, ~~2017, $74.8~~2020, $83.1 million of cash and cash equivalents and ~~$98.3~~$225.7 million of short-term investments were held by our international subsidiaries. ~~If these funds are needed for~~We may repatriate cash from our operations in the U.S., we may be required to accrue and pay U.S. taxes to repatriate these funds under the current tax laws. However, our intent is to indefinitely reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate these fundsBermuda subsidiary to fund our ~~U.S. operations.~~expenditures in future periods. We anticipate that earnings from other foreign subsidiaries will continue to be indefinitely reinvested.

The significant components of our working capital are cash and cash equivalents, short-term ~~investments,~~investments, accounts receivable, inventories and other current assets, reduced by accounts payable, accrued compensation and related benefits, and other accrued liabilities. As of ~~September~~June 30, ~~2017,~~2020, we had working capital of ~~$397.6~~$612.1 million, compared with working capital of ~~$330.1~~$557.0 million as of December 31, ~~2016.~~2019. The ~~$67.5~~$55.1 million increase in working capital was due to ~~an $80.8~~a $93.7 million increase in current assets, which was partially offset by a ~~$13.3~~$38.6 million increase in current liabilities. The increase in current assets was primarily due to an increase in short-term investments, ~~accounts receivable,~~ inventories and ~~prepaid expenses,~~other current assets, which was partially offset by a decrease in cash and cash equivalents. The increase in current liabilities was ~~primarily~~ due to an increase in accounts payable, accrued compensation and related benefits and other accrued liabilities.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, net cash provided by operating activities was ~~$80.4~~$110.7 million, primarily due to our net income adjusted for certain non-cash items, including depreciation and amortization and stock-based compensation, and a net decrease of ~~$25.1~~$8.3 million from the changes in our operating assets and liabilities. The increase in ~~accounts receivable was primarily driven by higher sales and outstanding balances with certain customers with longer payment terms. The increase in~~ inventories was primarily driven by an increase in ~~strategic~~ wafer and die inventories ~~as well as an increase in finished goods~~ to meet current demand and future growth. The increase in other assets was primarily due to an increase in prepaid income taxes. The increase in accounts payable was primarily driven by increased inventory ~~and capital asset~~ purchases to meet future demand. ~~The increase in accrued liabilities was primarily driven by an increase in employee contributions to the deferred compensation plan and warranty expenses.~~ For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2019, net cash provided by operating activities was ~~$76.8~~$82.9 million, primarily due to our net income adjusted for certain non-cash items, including depreciation and amortization and stock-based compensation, and a net decrease of ~~$2.7~~$7.3 million from the changes in our operating assets and liabilities. The increase in ~~other assets was primarily due to a prepaid wafer purchase agreement we funded in the second quarter of 2016. The increase in~~ inventories was primarily ~~due to an increase in strategic wafer and die inventories as well as~~driven by an increase in finished goods to meet current demand and future growth. The ~~increase~~decrease in ~~accounts payable~~income tax liabilities was primarily ~~driven by increased inventory and capital asset purchases~~due to ~~meet future demand.~~ income tax payments made, including the deemed repatriation transition tax, for the year.

Table of Contents

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, net cash used in investing activities was ~~$67.8~~$96.1 million, primarily due to purchases of property and equipment of $24.5 million and net purchases of short-term investments of ~~$40.6~~$70.9 million. For the six months ended June 30, 2019, net cash used in investing activities was $42.1 million, primarily due to purchases of property and equipment of ~~$25.1~~$77.6 million, which included the purchase of a building and land in Kirkland, Washington for $52.3 million and net contributions to the deferred compensation plan of ~~$2.1 million. For the nine months ended September 30, 2016,~~$1.4 million, which was partially offset by net ~~cash used in investing activities was $37.7 million, primarily due to purchases of property~~proceeds from maturities and ~~equipment of $29.0 million, net purchases~~sales of investments of ~~$6.3 million, and net contributions to the deferred compensation plan of $2.3~~$36.5 million.

~~During the first nine months~~ of 2017, we funded the purchases of land in Kirkland, Washington, and land and office space in Taipei, Taiwan for $13.3 million. During the first nine months of 2016, we funded the purchases of a previously leased manufacturing facility in Chengdu, China, office space in Shenzhen, China, and land and office space in Taipei, Taiwan for $17.5 million.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, net cash used in financing activities was ~~$22.7~~$30.3 million, primarily reflecting ~~$25.3~~$42.3 million used to pay dividends to our stockholders and dividend equivalents to our employees who hold RSUs, which was partially offset by ~~$2.8~~$16.0 million of cash proceeds from ~~stock option exercises~~the vesting of RSUs and the issuance of shares through our ~~employee stock purchase plan.~~ESPP. For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2019, net cash used in financing activities was ~~$20.1~~$16.7 million, primarily reflecting ~~$24.6~~$30.8 million used to pay dividends to our stockholders and dividend equivalents to our employees who hold RSUs, which was partially offset by ~~$3.7~~$14.1 million of cash proceeds from ~~stock option exercises~~vesting of RSUs and issuance of shares through our ~~employee stock purchase plan.~~ESPP.

We ~~have~~ ~~a dividend program pursuant to which we intend to pay quarterly~~anticipate that cash dividends on our common stock. In addition, outstanding RSU awards contain rights to receive dividend equivalents, which entitle employees who hold RSUs to the same dividend value per share as holders of common stock. The dividend equivalents are accumulated and paid to the employees when the underlying RSUs vest. Dividend equivalents accumulated on the underlying RSUs are forfeited if the employees do not fulfill their service requirement and the awards do not vest. For the nine months ended September 30, 2017, we paidused for future dividends and dividend ~~equivalents totaling $25.3 million. For~~equivalent payments, as well as payments for the ~~nine months ended September 30, 2016, we paid dividends~~one-time deemed repatriation transition tax and ~~dividend equivalents totaling $24.6 million.~~other expenditures, will come from our domestic cash, cash generated from ongoing U.S. operations, and cash repatriated from our Bermuda subsidiary. We also anticipate that earnings from other foreign subsidiaries will continue to be indefinitely reinvested.

Although consequences of the COVID-19 pandemic and resulting economic uncertainty could adversely affect our liquidity and capital resources in the future, and cash requirements ~~will~~may fluctuate based on the timing and extent of many factors such as those discussed above, we currently believe that cash generated from operations, together with the liquidity provided by existing cash balances and short-term investments, will be sufficient to satisfy our liquidity requirements for the next 12 months.

We anticipate the cash used for future dividends, dividend equivalents and the stock repurchase program will come from our current domestic cash and cash generated from ongoing U.S. operations. If cash held by our international subsidiaries is needed for these payments, we may be required to accrue and pay U.S. taxes to repatriate these funds under the current tax laws. In the future, in order to strengthen our financial position, respond to adverse developments such as the COVID-19 pandemic, changes in our circumstance or unforeseen events or conditions, or fund our growth, we may need to discontinue paying dividends and dividend equivalents, ~~or repurchasing shares,~~ and may need to raise additional funds by any one or a combination of the following: issuing equity securities, issuing debt or convertible debt securities, incurring indebtedness secured by our assets, or selling certain product lines and/or portions of our business. Accordingly, we cannot ensure that we will continue to pay dividends and dividend equivalents ~~or repurchase shares~~ in the future, and there can be no guarantee that we will be able to raise additional funds on terms acceptable to us, or at all.

From time to time, we have engaged in discussions with third parties concerning capital investments and potential acquisitions of product lines, technologies, businesses and companies, and we continue to consider potential investments and acquisition candidates. Any such transactions could involve the issuance of a significant number of new equity securities, assumptions of debt, and/or payment of cash consideration. We may also be required to raise additional funds to complete any such investments or acquisitions, through either the issuance of equity and debt securities or incurring indebtedness secured by our assets. If we raise additional funds or acquire businesses or technologies through the issuance of equity securities or convertible debt securities, our existing stockholders may experience significant dilution.

In October 2017, we entered into agreements to purchase office space in Shanghai, China and Hangzhou, China for approximately $14.4 million and $16.0 million, respectively. We closed both transactions by early November 2017.

Our outstanding purchase commitments represent our obligations with our suppliers and other parties that require the future purchases of goods or services, which primarily consist of wafer and other inventory purchases, ~~from our foundries,~~ assembly and other manufacturing services, construction or purchases of property and equipment, and license arrangements. As of ~~September~~June 30, ~~2017,~~2020, the outstanding balance under our purchase commitments was ~~$52.8 million, compared with $46.3 million as of December 31, 2016.~~$101.0 million.

~~Other~~Our long-term obligations include long-term liabilities reflected inon our Condensed Consolidated Balance Sheets, which primarily consist of the deferred compensation plan liabilities and accrued dividend ~~equivalents.~~equivalents. As of ~~September~~June 30, ~~2017,~~2020, the outstanding obligations were ~~$28.7 million, compared with $23.2 million as of December 31, 2016.~~$49.8 million.

Our other contractual obligations have not changed significantly from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019.

As of June 30, 2020, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the SEC’s Regulation S-K.

Table of Contents

For a discussion of market risks, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, there were no material changes or developments that would materially alter the market risk assessment performed as of December 31, ~~2016.~~2019.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures ~~as defined in~~pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September~~June 30, ~~2017,~~2020, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred d~~uring~~during the quarter ended ~~September~~June 30, ~~2017~~2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As a result of the COVID-19 pandemic, we have implemented work-from-home arrangements in accordance with local shelter-in-place orders or other governmental restrictions in the United States, Europe and Asia during the three and six months ended June 30, 2020. We have reviewed our financial reporting process and business continuity plans in order to mitigate the impact to our control environment, operating procedures, and data. We believe that our internal controls over financial reporting continue to be effective.

In designing and evaluating the disclosure controls and procedures, ~~management~~management recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

We are a party to actions and proceedings in the ordinary course of business, including potential litigation initiated by our ~~shareholders,~~stockholders, challenges to the enforceability or validity of our intellectual property, claims that our products infringe on the intellectual property rights of others, and employment matters. These proceedings often involve complex questions of fact and law andmay require the expenditure of significant funds and the diversion of other resources to prosecute and defend. We defend ourselves vigorously against any such claims.

As of ~~September~~June 30, ~~2017,~~2020, there were no material pending legal proceedings to which we were a party.

Our business involves numerous risks and uncertainties. You should carefully consider the risks described below, together with all of the other information in this Quarterly Report on Form 10-Q and other filings with the ~~Securities and Exchange Commission~~SEC in evaluating our business. If any of the following risks actually occur, our business, financial condition, operating results, and growth prospects would likely be materially and adversely affected. In such an event, the trading price of our common stock could decline, and you could lose all or part of your investment in our common stock. Our past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. These risks involve forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements.

Table of Contents

The future trading price of our common stock could be subject to wide fluctuations in response to a variety of factors.

The future trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, many of which are beyond our control, including:

Table of Contents

~~market reactions to merger and acquisition activities in the semiconductor industry, and rumors or expectations~~ of ~~further consolidation in the industry;~~

~~investments in sales and marketing resources to enter new markets;~~

•	our ability to develop new products, enter new market segments, gain market share, manage litigation risk, diversify our customer base and successfully secure manufacturing capacity;

•	our ability to increase our gross margins;

•	our ability to accurately forecast future demand for our products;

•	market reactions to guidance from other semiconductor companies or third-party research groups;

~~costs of increasing wafer capacity and qualifying additional third-party wafer fabrication facilities;~~

~~our ability to repurchase shares under our stock repurchase program and pay quarterly cash dividends to stockholders; and,~~

~~changes in the estimation of the future size and growth rate of our markets.~~

•	market reactions to merger and acquisition activities in the semiconductor industry, and rumors or expectations of further consolidation in the industry;

•	investments in sales and marketing resources to enter new markets;

•	costs of increasing wafer capacity and qualifying additional third-party wafer fabrication facilities;

•	cyber attacks or other system security, data protection and privacy breaches;

•	our ability to pay quarterly cash dividends to stockholders; and

•	changes in the estimation of the future size and growth rate of our markets.

In addition, the stock market often experiences substantial volatility that may be unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.

We expect our operating results to fluctuate from quarter to quarter and year over year, which may make it difficult to predict our future performance and could cause our stock price to decline and be volatile.

Our revenue, expenses, and results of operations are difficult to predict, have varied significantly in the past and will continue to fluctuate significantly in the future due to a number of factors, many of which are beyond our control. We expect fluctuations to continue for a number of reasons, including:

~~changes in general demand for electronic products as a result of worldwide macroeconomic conditions;~~

•	changes in general demand for electronic products as a result of worldwide macroeconomic conditions;

•	changes in business conditions at our distributors, value-added resellers and/or end-customers;

•	changes in general economic conditions in the countries where our products are sold or used;

•	the impact of epidemics and pandemics, such as the COVID-19 pandemic, on our business;

•	adverse changes in laws and government regulations, such as tariffs on imports of foreign goods, export regulations and export classifications, including in foreign countries where we have offices or operations;

~~changes in business conditions at our distributors, value-added resellers and/or end-customers;~~

~~changes in general economic conditions in the countries where our products are sold or used;~~

~~the timing of developments and related expenses in our litigation matters;~~

~~the loss of key customers or our inability to attract new customers due to customer and prospective customer~~ ~~concerns~~ ~~about being litigation targets;~~

~~continued dependence on turns business (orders received and shipped within the same fiscal quarter);~~

~~continued dependence on the Asian markets for our customer base;~~

~~increases in assembly costs due to commodity price increases, such as the price of gold;~~

~~the timing of new product introductions by us and our competitors;~~

~~changes in our revenue mix between original equipment manufacturers (“OEMs”), original design~~ ~~manufacturers~~ ~~(“ODMs”), distributors and value-added resellers;~~

~~changes in product mix, product returns, and actual and potential~~ ~~product liability;~~

~~the acceptance of our new products in the marketplace;~~

~~our ability to develop new process technologies and achieve volume production;~~

~~our ability to meet customer product demand in a timely manner;~~

~~the scheduling, rescheduling, or cancellation of orders by our customers;~~

~~the cyclical nature of demand for our customers’ products;~~

~~fluctuations in our estimate for stock rotation reserves;~~

~~our ability to manage our inventory levels, including the levels of inventory held by our distributors;~~

•	the timing of developments and related expenses in our litigation matters;

•	the loss of key customers or our inability to attract new customers due to customer and prospective customer concerns about being litigation targets;

•	continued dependence on turns business (orders received and shipped within the same fiscal quarter);

•	continued dependence on the Asian markets for our customer base;

•	increases in assembly costs due to commodity price increases, such as the price of gold;

•	the timing of new product introductions by us and our competitors;

•	changes in our revenue mix between OEMs, ODMs, distributors and value-added resellers;

•	changes in product mix, product returns, and actual and potential product liability;

Table of Contents

~~product obsolescence;~~

~~seasonality and variability in the consumer, computing and storage, industrial, automotive and communications~~ ~~markets;~~

•	the acceptance of our new products in the marketplace;

~~the availability of adequate manufacturing capacity from our outside suppliers;~~

•	our ability to develop new process technologies and achieve volume production;

•	our ability to meet customer product demand in a timely manner;

~~increases in prices for finished wafers due to general capacity shortages;~~

•	the scheduling, rescheduling, or cancellation of orders by our customers;

•	the cyclical nature of demand for our customers’ products;

•	fluctuations in our estimate for stock rotation reserves;

•	our ability to manage our inventory levels, including the levels of inventory held by our distributors;

•	our ability to accurately assess the impact of market conditions on the demand for our products;

•	product obsolescence;

•	seasonality and variability in the computing and storage, automotive, industrial, communications and consumer markets;

•	the availability of adequate manufacturing capacity from our outside suppliers;

•	increases in prices for finished wafers due to general capacity shortages;

~~the potential loss of future business resulting from capacity issues;~~

•	the potential loss of future business resulting from capacity issues;

•	changes in manufacturing yields;

~~changes in manufacturing yields;~~

•	movements in foreign exchange rates, interest rates or tax rates;

•	the impact of new tax laws on our income tax provision and cash flows;

~~movements in foreign exchange rates, interest rates or tax rates; and,~~

~~stock-based compensation charges primarily resulting from performance and market-based equity awards~~ ~~granted to~~ ~~our employees.~~

•	the impact of tariffs on imports of foreign goods;

•	the impact of cyber attacks or other system security, data protection and privacy breaches on our business operations; and

•	stock-based compensation charges primarily resulting from performance and market-based equity awards granted to our employees.

Due to the factors noted above and other risks described in this section, many of which are beyond our control, you should not rely on quarter-to-quarter or year-over-year comparisons to predict our future financial performance. Unfavorable changes in any of the above factors may seriously harm our business, financial condition and results of operations, and may cause our stock price to decline and be volatile.

The effects of the global COVID-19 pandemic could adversely affect our business, results of operations and financial condition.

We face various risks related to epidemics and pandemics, including the global outbreak of COVID-19 first identified in December 2019. In March 2020, the World Health Organization characterized the COVID-19 outbreak as a pandemic. In recent months, governments around the world have imposed various mandatory measures and the private sectors have taken actions in an effort to combat the spread of the disease, such as travel restrictions, quarantines and business shutdowns. In addition, the U.S. government has declared a state of emergency or similar disaster declaration, and many states, including Washington and California where we have substantial operations, have enacted shelter-in-place or similar restrictive orders. These events have led to significant disruptions and uncertainties in the global economy and in the financial markets, which could materially and adversely affect our financial condition and results of operations. Uncertainties regarding the economic impact of the pandemic is likely to result in sustained market turmoil and adversely impact the semiconductor industry, which could also negatively and materially impact our business, financial condition and results of operations.

Table of Contents

The extent of the impact of the pandemic on our operational and financial performance will depend on numerous evolving developments, including the duration and magnitude of the pandemic, and the effects on our customers, employees, suppliers and other partners, all of which are uncertain and difficult to predict at this time. A sustained or prolonged outbreak could exacerbate the adverse impact on our business, which may include:

•	a decrease in demand and pricing for our products, and losses of significant contracts or key customers as a result of a global economic downturn caused by the pandemic;

•	our ability to accurately forecast our results of operation, including products sales and market demand for our products;

•	negative impacts on our business operations, including reductions or delays in production levels, qualification activities with our customers, and valuation of our inventory due to changes in forecasted demand and our outlook on market conditions;

•	disruptions to our distribution channels and supply chain in connection with the sourcing of materials from geographic areas that have been impacted by the pandemic;

•	facility closures and increased costs resulting from work-from-home and other measures we have enacted at certain of our locations around the world to mitigate the impact of the pandemic and protect our employees' health and well-being; and

•	losses on our debt investments due to failures of issuers to meet their current and future financial obligations, as well as write-offs of our accounts receivable due to defaults or significant delays in payments by our customers.

We are working with our stakeholders, including customers, suppliers and employees, to address the impact of this global pandemic. We continue to monitor the situation, to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. Should such disruption continue for an extended period of time, or if and when the pandemic ends, the resumption of normal business operations after such interruptions may be delayed or constrained by lingering effects of the pandemic (including limitations imposed by governmental authorities on our ability to return to normal operating practices). These effects, alone or taken together, could have a material adverse impact on our business, results of operations or financial condition.

Our business has been and may ~~continue to~~ be significantly impacted by worldwide economic conditions, ~~and uncertainty~~ in ~~the outlook for the global economy makes it more likely that our actual results will differ materially from expectations.~~particular changing economic conditions in China.

In recent years, global credit and financial markets ~~have~~ experienced disruptions, and may ~~continue to~~ experience disruptions in the future, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and ~~continued~~ uncertainty about economic stability. ~~These economic uncertainties affect~~Economic uncertainty affects businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities. The ~~continued or further~~ tightening of credit in financial markets may lead consumers and businesses to postpone spending, which may cause our customers to cancel, decrease or delay their existing and future orders with us. In addition, financial difficulties experienced by our suppliers or distributors could result in product delays, increased accounts receivable defaults and inventory challenges. Volatility in the credit markets could severely diminish liquidity and capital availability.

Demand for our products is a function of the health of the economies in the United States, Europe, China and the rest of ~~the world.~~Asia. We cannot predict the timing, strength or duration of any economic ~~disruption~~disruptions, such as those resulting from the COVID-19 pandemic, or subsequent economic recovery worldwide, ~~in the United States,~~ in our industry, or in the different markets that we serve. We also may not accurately assess the impact of changing market and economic conditions on our business and operations. These and other economic factors have had, and may in the future have, a material adverse effect on demand for our products and on our financial condition and operating results.

In particular, since we have significant operations in China, our business development plans, results of operations and financial condition may be materially and adversely affected by significant political, social and economic developments in China. A slowdown in economic growth in China could adversely impact our customers, prospective customers, suppliers, distributors and partners in China, which could have a material adverse effect on our results of the operations and financial condition. There is no guarantee that economic downturns, whether actual or perceived, any further decrease in economic growth rates or an otherwise uncertain economic outlook in China will not occur or persist in the future, that they will not be protracted, or that governments will respond adequately to control and reverse such conditions, any of which could materially and adversely affect our business, financial condition and results of operations.

Recent changes in international trade policy and rising concern of international tariffs, including tariffs applied to goods traded between the United States and China, could materially and adversely affect our business and results of operations.

Since the beginning of 2018, there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding tariffs against foreign imports of certain materials. More specifically, there have been several rounds of U.S. tariffs on Chinese goods taking effect in 2018 and 2019, some of which prompted retaliatory Chinese tariffs on U.S. goods. The institution of trade tariffs both globally and between the U.S. and China specifically carries the risk of negatively affecting China’s overall economic condition, which could have a negative impact on us as we have significant operations in China. Furthermore, imposition of tariffs could cause a decrease in the sales of our products to customers located in China or other customers selling to Chinese end users, which would directly impact our business, financial condition and results of operations.

Table of Contents

We are subject to export restrictions and laws affecting trade and investments that could materially and adversely affect our business and results of operations.

As a global company headquartered in the United States, we are subject to U.S. laws and regulations that could limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners and other persons, including, in certain cases, dealings with or between our employees and subsidiaries. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting the controlled item. Compliance with these laws and regulations has not materially limited our operations or our sales, but could materially limit them in the future, which would materially and adversely affect our business and results of operations. We maintain an export compliance program but there are risks that the compliance controls could be circumvented, exposing us to legal liabilities. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. Although these restrictions and laws have not materially restricted our operations in the recent past, there is a significant risk that they could do so in the future, which would materially and adversely affect our business and results of operations. In addition, U.S. laws and regulations and sanctions, or threat of sanctions, that could limit and restrict the export of some of our products and services to our customers may also encourage our customers to develop their own solutions to replace our products, or seek to obtain a greater supply of similar or substitute products from our competitors that are not subject to these restrictions, which could materially and adversely affect our business, financial condition and results of operations.

Moreover, U.S. government’s actions targeting exports of certain technologies to China are becoming more pervasive. For example, in May 2019, President Trump issued an executive order that invoked national emergency economic powers to implement a framework to regulate the acquisition or transfer of information communications technology in transactions that imposed undue national security risks. These actions could lead to additional restrictions on the export of products that include or enable certain technologies, including products we provide to China-based customers.

The highly cyclical nature of the semiconductor industry, which has produced significant and sometimes prolonged downturns, could materially and adversely affect our financial condition and results of operations.

Historically, the semiconductor industry has been highly cyclical and, at various times, has experienced significant downturns and wide fluctuations in supply and demand. The semiconductor industry is currently experiencing such a downturn. These conditions have caused significant variances in product demand and production capacity, as well as rapid erosion of average selling prices. The industry may experience severe or prolonged downturns in the future, which could result in downward pressure on the price of our products as well as lower demand for our products. Because significant portions of our expenses are fixed in the short term or incurred in advance of anticipated sales, we may not be able to decrease our expenses in a timely manner to offset any sales shortfall. Any significant or prolonged downturns could have a material adverse effect on our business, financial condition and results of operations.

We may not be profitable on a quarterly or annual basis.

Our profitability is dependent on many factors, including:

~~our sales, which because of our turns business,~~ ~~are difficult to accurately forecast;~~

•	our sales, which because of our turns business, are difficult to accurately forecast;

~~the cancellation or rescheduling of our customers’ orders, which may occur without significant penalty to our customers;~~

•	the cancellation or rescheduling of our customers’ orders, which may occur without significant penalty to our customers;

•	changes in general demand for electronic products as a result of worldwide macroeconomic conditions;

~~changes in general demand for electronic products as a result of worldwide macroeconomic conditions;~~

•	changes in revenue mix between OEMs, ODMs, distributors and value-added resellers;

~~changes in revenue mix between OEMs, ODMs, distributors and value-added resellers;~~

•	changes in product mix, and actual and potential product liability;

~~changes in product mix, and actual and potential product liability;~~

~~changes in revenue mix between end market segments (i.e. consumer, computing and storage, industrial, automotive and~~ ~~communications);~~

~~our competition, which could adversely impact our selling prices and our potential sales;~~

~~our manufacturing costs, including our ability to negotiate with our vendors and our ability to efficiently run~~ ~~our~~ ~~test~~ ~~facility in China;~~

•	changes in revenue mix between end market segments (i.e. computing and storage, automotive, industrial, communications and consumer);

•	our competition, which could adversely impact our selling prices and our potential sales;

Table of Contents

~~manufacturing capacity constraints;~~

~~level of activity in our legal proceedings, which could result in significant legal expenses;~~

~~stock-based compensation charges primarily resulting from performance and market-based equity awards granted~~ to ~~our employees; and,~~

~~our operating expenses, including general and administrative expenses, selling and marketing expenses, and~~ ~~research~~ ~~and development expenses relating to products that will not be introduced and will not generate revenue~~ ~~until later~~ ~~periods, if at all.~~

•	our manufacturing costs, including our ability to negotiate with our vendors and our ability to efficiently run our test facility in China;

•	manufacturing capacity constraints;

•	level of activity in our legal proceedings, which could result in significant legal expenses;

•	the impact of new tax laws and other government regulations, such as tariffs on imports of foreign goods or regulations restricting the export of goods and services between the U.S. and China;

•	stock-based compensation charges primarily resulting from performance and market-based equity awards granted to our employees; and

•	our operating expenses, including general and administrative expenses, selling and marketing expenses, and research and development expenses relating to products that will not be introduced and will not generate revenue until later periods, if at all.

We may not achieve profitability on a quarterly or annual basis in the future. Unfavorable changes in our operations, including any of the factors noted above, may have a material adverse effect on our quarterly or annual profitability.

We may not experience growth rates comparable to past years.

In the past, our revenue increased significantly in certain years due to increased sales of certain of our products. We are subject to numerous risks and factors that could cause a decrease in our growth rates compared to past periods, including increased competition, loss of certain of our customers, unfavorable changes in our operations, reduced global electronics demand, a deterioration in market conditions, end-customer market downturn, market acceptance and penetration of our current and future products, and ~~ongoing~~ litigation. A material decrease in our growth rates could adversely affect our stock price and results of operations.

~~There can be no assurance that we will continue to declare cash dividends at all or in any particular amounts.~~

In June 2014, the Board of Directors approved a dividend program pursuant to which we intend to pay quarterly cash dividends on our common stock. We anticipate the cash used for future dividends will come from our current domestic cash and cash generated from ongoing U.S. operations. If cash held by our international subsidiaries is needed for the payment of dividends, we may be required to accrue and pay U.S. taxes to repatriate these funds under the current tax laws, which may have a material adverse effect on our financial condition and results of operations.

The declaration of any future cash dividends is at the discretion of our Board of Directors and will depend on, among other things, our financial condition, results of operations, capital requirements, business conditions, statutory requirements of Delaware law, compliance with the terms of future indebtedness and credit facilities and other factors that our Board of Directors may deem relevant, as well as a determination that cash dividends are in the best interests of our stockholders. Our dividend payments may change from time to time, and we cannot provide assurance that we will continue to declare dividends at all or in any particular amounts. A reduction in or elimination of our dividend payments could have a negative effect on the price of our common stock.

We may be unsuccessful in developing and selling new products with margins similar to or better than what we have experienced in the past, which would impact our overall gross margin and financial performance.

Our success depends on products that are differentiated in the market, which result in gross margins that have historically been above industry averages. Should we fail to improve our gross margin in the future, and accordingly develop and introduce sufficiently differentiated products that result in higher gross margins than industry averages, our business, financial condition and results of operations could be materially and adversely affected.

The highly cyclical nature of the semiconductor industry, which has produced significant and sometimes prolonged downturns, could materially adversely affect our operating results, financial condition and cash flows.

Historically, the semiconductor industry has been highly cyclical and, at various times, has experienced significant downturns and wide fluctuations in supply and demand. These conditions have caused significant variances in product demand and production capacity, as well as rapid erosion of average selling prices. The industry may experience severe or prolonged downturns in the future, which could result in downward pressure on the price of our products as well as lower demand for our products. Because significant portions of our expenses are fixed in the short term or incurred in advance of anticipated sales, we may not be able to decrease our expenses in a timely manner to offset any sales shortfall. These conditions could have a material adverse effect on our operating results, financial condition and cash flows.

~~Table of Contents~~

Industry consolidation may lead to increased competition and may harm our operating results.

In recent years, there has been a trend toward semiconductor industry consolidation. We expect this trend to continue as companies attempt to improve the leverage of growing research and development costs, strengthen or hold their market positions in an evolving industry, or become unable to continue operations unless they find an acquirer or consolidate with another company. In addition, companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe that semiconductor industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could lead to more variability in our operating results and could have a material adverse effect on our business, ~~operating~~financial condition and results ~~and financial condition.~~of operations.

If demand for our products declines in the major end markets that we serve, our revenue will decrease and our results of operations and financial condition would be materially and adversely affected.

We believe that the application of our products in the ~~consumer,~~ computing and storage, automotive, industrial, ~~automotive~~communications and ~~communications~~consumer markets will continue to account for the majority of our revenue. If the demand for our products declines in the major end markets that we serve, our revenue will decrease and our results of operations and financial condition would be materially and adversely affected. In addition, as technology evolves, the ability to integrate the functionalities of various components, including our discrete semiconductor products, onto a single chip and/or onto other components of systems containing our products increases. Should our customers require integrated solutions that we do not offer, demand for our products could decrease, and our business, financial condition and results of operations would be materially and adversely affected.

Table of Contents

We may be unsuccessful in developing and selling new products or in penetrating new markets required to maintain or expand our business.

Our competitiveness and future success depend on our ability to design, develop, manufacture, assemble, test, market, and support new products and enhancements on a timely and cost-effective basis. A fundamental shift in technologies in any of our product markets could have a material adverse effect on our competitive position within these markets. Our failure to timely develop new technologies or to react quickly to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenue, and/or a loss of market share to competitors.

As we develop new product lines, we must adapt to market conditions that are unfamiliar to us, such as competitors and distribution channels that are different from those we have known in the past. Some of our new product lines require us to re-equip our labs to test parameters we have not tested in the past. If we are unable to adapt rapidly to these new and additional conditions, we may not be able to successfully penetrate new markets.

The success of a new product depends on accurate forecasts of long-term market demand and future technological developments, as well as on a variety of specific implementation factors, including:

~~timely and efficient completion of process design and device structure improvements;~~

~~timely and efficient implementation of manufacturing, assembly, and test processes;~~

~~the ability to secure and effectively utilize fabrication capacity in different geometries;~~

~~product performance;~~

~~product availability;~~

~~product quality and reliability; and,~~

~~effective marketing, sales and service.~~

•	timely and efficient completion of process design and device structure improvements;

•	timely and efficient implementation of manufacturing, assembly, and test processes;

•	the ability to secure and effectively utilize fabrication capacity in different geometries;

•	product performance;

•	product availability;

•	product quality and reliability; and

•	effective marketing, sales and service.

To the extent that we fail to timely introduce new products or to quickly penetrate new markets, our ~~revenue and~~business, financial condition and results of operations could be materially and adversely affected.

We may face competition from customers developing products internally.

Our customers generally have substantial technological capabilities and financial resources. Some customers have traditionally used these resources to develop their own products internally. The future prospects for our products in these markets are dependent in part upon our customers' acceptance of our products as an alternative to their internally developed products. Future sales prospects also are dependent upon acceptance of third-party sourcing for products as an alternative to in-house development. Customers may in the future continue to use internally developed components. They may also ~~may~~ decide to develop or acquire components, technologies or products that are similar to, or that may be substituted for, our products. If our customers fail to accept our products as an alternative, if they develop or acquire the technology to develop such components internally rather than purchase our products, or if we are otherwise unable to develop or maintain strong relationships with them, our business, financial condition and results of operations could be materially and adversely affected.

~~Table of Contents~~

We derive most of our revenue from direct or indirect sales to customers in Asia and have significant operations in Asia, which may expose us to political, cultural, regulatory, economic, foreign exchange, and operational risks.

We derive most of our revenue from customers located in Asia through direct sales or indirect sales through distribution arrangements and value-added reseller agreements with parties located in Asia. As a result, we are subject to increased risks due to this geographic concentration of business and ~~operations.~~operations. For both the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, 89%~~2020, 90% of our revenue was from customers in Asia. There are risks inherent in doing business in Asia, and internationally in general, including:

•

changes in, or impositions of, legislative or regulatory requirements, including tax laws in the U.S. and in the ~~United States and~~ ~~in the~~ countries in which we manufacture or sell our products, and government action to restrict our ability to sell to foreign customers where sales of products may require export license;

•	trade restrictions, including restrictions imposed by the United States on trading with parties in foreign countries;

•	currency exchange rate fluctuations impacting intra-company transactions;

•	the fluctuations in the value of the U.S. Dollar relative to other foreign currencies, which could affect the competitiveness of our products;

Table of Contents

~~trade restrictions, including restrictions imposed by the United States on trading with parties in foreign countries;~~

•	transportation delays;

•	changes in tax regulations in China that may impact our tax status in Chengdu, Hangzhou and other regions where we have significant operations;

•	tariffs imposed by China and the United States that may impact our sales;

•	export controls, trade and economic sanctions and regulations, and other regulatory or contractual limitations on our ability to sell or develop our products in China;

•	multi-tiered distribution channels that lack visibility to end customer pricing and purchase patterns;

•	international political relationships and threats of war;

~~currency exchange rate fluctuations impacting intra-company transactions;~~

~~the fluctuations in the value of the U.S. Dollar relative to other foreign currencies, which could affect the~~ ~~competitiveness~~ ~~of our products;~~

~~transportation delays;~~

~~changes in tax regulations in China that may impact our tax status in Chengdu and other regions where we have significant~~ ~~operations;~~

~~multi-tiered distribution channels that lack visibility to end customer pricing and purchase patterns;~~

~~international political relationships and threats of war;~~

~~terrorism and threats of terrorism;~~

~~epidemics and illnesses;~~

~~work stoppages and infrastructure problems due to adverse weather conditions or natural disasters;~~

~~work stoppages related to employee dissatisfaction;~~

~~economic, social and political instability;~~

~~longer accounts receivable collection cycles and difficulties in collecting accounts receivables;~~

~~enforcing contracts generally; and,~~

~~less effective protection of intellectual property and contractual arrangements.~~

•	terrorism and threats of terrorism;

•	epidemics and illnesses, such as the COVID-19 pandemic;

•	work stoppages and infrastructure problems due to adverse weather conditions or natural disasters;

•	work stoppages related to employee dissatisfaction;

•	economic, social and political instability;

•	longer accounts receivable collection cycles and difficulties in collecting accounts receivables;

•	enforcing contracts generally; and

•	less effective protection of intellectual property and contractual arrangements.

If we fail to expand our customer base and significantly reduce the geographic concentration of our customers, we will continue to be subject to the foregoing risks, which could materially and adversely affect our ~~revenue~~business, financial condition and ~~financial condition.~~results of operations.

We depend on a limited number of customers, including distributors, for a significant percentage of our revenue.

Historically, we have generated most of our revenue from a limited number of customers, including distributors. For example, sales to our largest distributor accounted for ~~approximately 17%~~26% and 24% of our total re~~venue~~revenue for ~~both~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2020, respectively. We continue to rely on a limited number of customers for a significant portion of our revenue. Because we rely on a limited number of customers for significant percentages of our revenue, a decrease in demand or significant pricing pressure for our products from any of our major customers for any reason (including due to competition, market conditions, catastrophic events or otherwise) could have a materially adverse impact on our business, financial ~~conditions~~condition and results of operations.

~~Table of Contents~~

We are subject to anti-corruption laws in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act ~~or the FCPA.~~(the “FCPA”). Our failure to comply with these laws could result in penalties which could harm our reputation and have a material adverse effect on our business, financial condition and results of ~~operations and financial condition.~~operations.

We are subject to the FCPA, which generally prohibits companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits, along with various other anti-corruption laws. Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with the FCPA and other anti-corruption laws to which we are subject, there is no assurance that such policies or procedures will work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire. We have significant operations in Asia, which ~~places~~place us in frequent contact with persons who may be considered “foreign officials” under the FCPA, resulting in an elevated risk of potential FCPA violations. If we are not in compliance with the FCPA and other laws governing the conduct of business with government entities (including local laws), we may be subject to criminal and civil penalties and other remedial measures, which could have ana material adverse impact on our business, financial condition, results of operations and liquidity. Any investigation of any potential violations of the FCPA or other anti-corruption laws by the U.S. or foreign authorities could harm our reputation and have an adverse impact on our business, financial condition and results of operations.

~~Regulations~~ ~~related to “conflict minerals” may force us to incur additional expenses, may make our supply chain more complex and may result in damage to our reputation with customers.~~

Pursuant to the Dodd-Frank Act, the SEC adopted requirements for companies that use certain minerals and metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties. These requirements require companies to conduct diligence, disclose and report whether or not such minerals originate from the Democratic Republic

Table of Congo and adjoining countries. We have undertaken the necessary diligence to determine whether such minerals are used in the manufacture of our products. However, the implementation of these new requirements could adversely affect the sourcing, availability and pricing of such minerals if they are found to be used in the manufacture of our products. In addition, regardless of our findings, we will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in our products. Since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals and metals used in our products through the due diligence procedures that we implement, which may harm our reputation. In such event, we may also face difficulties in satisfying customers who require that all of the components of our products are certified as conflict mineral free.

Contents

We receive a significant portion of our revenue from distribution arrangements, value-added resellers and direct customers, and the loss of any one of these distributors, value-added resellers or direct customers or failure to collect a receivable from them could adversely affect our ~~operations~~financial position and ~~financial position.~~results of operations.

We market our products through distribution arrangements and value-added resellers, and through our direct sales and applications support organization to customers that include OEMs, ODMs and ~~electronic manufacturing service providers (“EMSs”).~~EMS providers. Receivables from our customers are generally not secured by any type of collateral and are subject to the risk of being uncollectible. Sales to our largest distributor accounted for ~~approximately 17%~~26% and 24% of our total re~~venue~~revenue for ~~both~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2020, respectively. Significant deterioration in the liquidity or financial condition of any of our major customers or any group of our customers could have a material adverse impact on the collectability of our accounts receivable and our future operating results. We primarily conduct our sales on a purchase order basis, and we do not have any long-term supply commitments.

Moreover, we believe a high percentage of our products are eventually sold to a number of OEMs. Although we communicate with OEMs in an attempt to achieve “design wins,” which are decisions by OEMs and/or ODMs to incorporate our products, we do not have purchase commitments from these end users. Therefore, there can be no assurance that the OEMs and/or ODMs will continue to incorporate our ICs into their products. OEM technical specifications and requirements can change rapidly, and we may not have products that fit new specifications from an ~~end-customer~~end customer for whom we have had previous design wins. We cannot be certain that we will continue to achieve design wins from large OEMs, that our direct customers will continue to be successful in selling to the OEMs, or that the OEMs will be successful in selling products which incorporate our ICs. The loss of any significant customer, any material reduction in orders by any of our significant customers or by their OEM customers, the cancellation of a significant customer order, or the cancellation or delay of a ~~customer~~’scustomer’s or an OEM’s significant program or product could reduce our revenue and adversely affect our financial condition and results of ~~operations and financial condition.~~ operations.

~~Table of Contents~~

Due to the nature of our business as a component supplier, we may have difficulty both in accurately predicting our future revenue and appropriately managing our expenses.

Because we provide components for end products and systems, demand for our products is influenced by our ~~customers~~’customers’ end product demand. As a result, we may have difficulty in accurately forecasting our revenue and expenses. Our revenue depends on the timing, size, and speed of commercial introductions of end products and systems that incorporate our products, all of which are inherently difficult to forecast, as well as the ongoing demand for previously introduced end products and systems. In addition, demand for our products is influenced by our customers’ ability to manage their inventory. Our sales to distributors are subject to higher volatility because they service demand from multiple levels of the supply chain which, in itself, is inherently difficult to ~~forecast.~~forecast, all of which may be exacerbated by the adverse effects of the COVID-19 pandemic. If our customers, including distributors, do not manage their inventory correctly or misjudge their customers’ demand, our shipments to and orders from our customers may vary significantly on a quarterly ~~basis.~~basis, which could reduce our revenue and adversely affect our financial condition and results of operations.

Our ability to increase product sales and revenue may be constrained by the manufacturing capacity of our suppliers.

Although we provide our suppliers with rolling forecasts of our production requirements, their ability to provide wafers to us is limited by the available capacity, particularly capacity in the geometries we require, at the facilities in which they manufacture wafers for us. As a result, this lack of capacity has at times constrained our product sales and revenue growth. In addition, an increased need for capacity to meet internal demands or demands of other customers could cause our suppliers to reduce capacity available to us. Our suppliers may also require us to pay amounts in excess of contracted or anticipated amounts for wafer deliveries or require us to make other concessions in order to acquire the wafer supply necessary to meet our customer requirements. If our suppliers extend lead times, limit supplies or the types of capacity we require, or increase prices due to capacity constraints or other factors, our revenue and gross margin may materially decline. In addition, if we experience supply delays or limitations, our customers may reduce their purchase levels with us and/or seek alternative solutions to meet their demand, which could materially and adversely impact our business and results of operations. Delays in increasing third-party manufacturing capacity may also limit our ability to meet customer demand.

We currently depend on third-party suppliers to provide us with wafers for our products. If any of our wafer suppliers become insolvent or capacity constrained and are unable ~~and/or fail~~ to provide us sufficient wafers at acceptable yields and at anticipated costs, our revenue and gross margin may decline or we may not be able to fulfill our customer orders.

We have a supply arrangement with certain suppliers for the production of wafers. Should any of our suppliers become insolvent or capacity constrained, we may not be able to fulfill our customer orders, which would likely cause a decline in our revenue.

While certain aspects of our relationship with these suppliers are contractual, many important aspects of this relationship depend on our ~~suppliers~~’suppliers’ continued cooperation and our management of the supplier relationships. In addition, the fabrication of ICs is a highly complex and precise process. Problems in the fabrication process can cause a substantial percentage of wafers to be rejected or numerous ICs on each wafer to be non-functional. This could potentially reduce yields. The failure of our suppliers to supply us wafers at acceptable yields could prevent us from fulfilling our customer orders for our products and would likely cause a decline in our revenue.

Table of Contents

Further, as is common in the semiconductor industry, our customers may reschedule or cancel orders on relatively short notice. If our customers cancel orders after we submit a committed forecast to our suppliers for the corresponding wafers, we may be required to purchase wafers that we may not be able to resell, which would adversely affect our ~~operating~~financial condition, results ~~financial condition~~of operations and cash flows.

We might not be able to deliver our products on a timely basis if our relationships with our assembly and test subcontractors are disrupted or terminated.

We do not have direct control over product delivery schedules or product quality because all of our products are assembled by third-party subcontractors and a portion of our testing is currently performed by third-party subcontractors. Also, due to the amount of time typically required to qualify assembly and test subcontractors, we could experience delays in the shipment of our products if we were forced to find alternate third parties to assemble or test our products. In addition, events such as global economic crises and the COVID-19 pandemic may materially impact our assembly suppliers’ ability to operate. Any future product delivery delays or disruptions in our relationships with our subcontractors could have a material adverse effect on our ~~operating~~financial condition, results ~~financial condition~~of operations and cash flows.

~~Table of Contents~~

There may be unanticipated costs associated with adding to or supplementing our third-party ~~suppliers~~’suppliers’ manufacturing capacity.

We anticipate that future growth of our business will require increased manufacturing capacity on the part of third-party supply foundries, assembly shops, and testing facilities for our products. In order to facilitate such growth, we may need to enter into strategic transactions, investments and other activities. Such activities are subject to a number of risks, including:

~~the costs and expense associated with such activities;~~

~~the availability of modern foundries to be developed, acquired, leased or otherwise made available to us or our third-party suppliers;~~

~~the ability of foundries and our third-party suppliers to obtain the advanced equipment used in the production of~~ ~~our~~ ~~products;~~

~~delays in bringing new foundry operations online to meet increased product demand; and,~~

~~unforeseen environmental, engineering or manufacturing qualification problems relating to existing or new~~ ~~foundry~~ ~~facilities, including delays in qualification of new foundries by our customers.~~

•	the costs and expense associated with such activities;

•	the availability of modern foundries to be developed, acquired, leased or otherwise made available to us or our third-party suppliers;

•	the ability of foundries and our third-party suppliers to obtain the advanced equipment used in the production of our products;

•	delays in bringing new foundry operations online to meet increased product demand; and

•	unforeseen environmental, engineering or manufacturing qualification problems relating to existing or new foundry facilities, including delays in qualification of new foundries by our customers.

These and other risks may affect the ultimate cost and timing of any expansion of our third-party ~~suppliers~~’suppliers’ capacity.

We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial position.

As a fabless semiconductor company, we purchase our inventory from third-party manufacturers in advance of selling our products. We place orders with our manufacturers based on existing and expected orders from our customers for particular products. While most of our contracts with our customers and distributors include lead time requirements and cancellation penalties that are designed to protect us from misalignment between customer orders and inventory levels, we must nonetheless make some predictions when we place orders with our manufacturers. In the event that our predictions are inaccurate due to unexpected increases in orders or unavailability of product within the timeframe that is required, we may have insufficient inventory to meet our customer demands. In addition, a perceived negative trend in market condition could lead us to decrease the manufacturing volume of our products to avoid excess inventory. If we inaccurately assessed the market conditions for our products, we would have insufficient inventory to meet our customer demands. In the event that we order products that we are unable to sell due to a decrease in orders, unexpected order cancellations, injunctions due to patent litigation, or product returns, we may have excess inventory which, if not sold, may need to be ~~disposed of~~written down or would result in a decrease in our revenue in future periods as the excess inventory at our distributors is sold. If any of these situations were to arise, it could have a material impact on our business, financial condition and ~~financial position.~~results of operations.

~~Changes in effective tax rates or adverse outcomes resulting from examination~~

Table of ~~our income tax returns could adversely affect our results.~~

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, accounting principles or interpretations thereof and discrete items such as future exercises or dispositions of stock options and restricted stock releases. In addition, we are subject to potential future examinations of our income tax returns by the Internal Revenue Service (“IRS”) and other tax authorities. For example, our U.S. federal income tax returns for the years ended December 31, 2005 through December 31, 2007 were examined by the IRS. We reached a resolution on the audits in April 2015 and recorded a one-time net charge of $2.7 million to our income tax provision in the second quarter of 2015. In addition, the IRS examined our U.S. federal income tax return for the year ended December 31, 2014. No adjustments were made by the IRS upon conclusion of the examination. We assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from any examinations will not have an adverse effect on our operating results and financial condition.

Contents

The complexity of calculating our tax provision may result in errors that could result in restatements of our financial statements.

Due to the complexity associated with the calculation of our tax provision, including the effects of the 2017 Tax Act and the enactment of other tax laws, we ~~have hired~~engage third-party tax advisors to assist us in the calculation. If we or our ~~independent~~ tax advisors fail to resolve or fully understand certain issues that we may have had in the past and issues that may arise in the future, we could be subject to errors, which, if material, would result in us having to restate our financial statements. Restatements are generally costly and could adversely impact our results of operations, damage our reputation, and/or have a negative impact on the trading price of our common stock.

Changes in effective tax rates or adverse outcomes resulting from examination of our income tax returns could adversely affect our results of operations.

Our international operations subject us to potentially significant tax consequences, which could adversely affect our results of operations.

We conduct our international operations through wholly-owned subsidiaries, branches and representative offices and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Such corporate structures are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our positions were not sustained, we could be required to pay additional taxes, interest and penalties, resulting in higher effective tax rates, reduced cash flows and lower overall profitability of our operations. Additionally, our future worldwide tax rate and financial position may be affected by changes in the relevant tax laws, interpretation of such tax laws or the influence of certain tax policy efforts of the European Union and the Organization for Economic Co-operation and Development.

Implementation of an enterprise resource planning (“ERP”) or other information technology systems could result in significant disruptions to our operations.

From time to time, we may implement new ERP software solutions or upgrade existing systems. Implementation of these solutions and systems is highly dependent on coordination of system providers and internal business teams. We may experience difficulties as we transition to these new or upgraded systems and processes, including loss or corruption of financial, business or customer data. In addition, transitioning to these new systems requires significant capital investments and personnel resources. Difficulties in implementing new or upgraded information systems or any significant system failures could disrupt our operations, which could have a material adverse effect on our capital resources, financial condition or results of operations.

~~Table of Contents~~

System security risks, data protection or privacy breaches, cyber attacks and systems integration issues could disrupt our internal operations and/or harm our reputation, and any such disruption or harm could cause a reduction in our expected revenue, increase our expenses, negatively impact our results of operation or otherwise adversely affect our stock price.

Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential and proprietary information, create system disruptions or cause shutdowns. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in interruptions and delays that may impede our sales, manufacturing, distribution, financial reporting or other critical functions.

In the ordinary course of business, we store sensitive data on our internal systems, network and servers, such as proprietary business and financial information, and confidential data pertaining to our customers, suppliers and business partners. The secure maintenance of sensitive information on our networks and the protection features of our solutions are both critical to our operations and business strategy. We devote significant resources to network security, data encryption, and other security measures to protect our systems and data. However, these security measures cannot provide absolute security. Although we make significant efforts to maintain the security and integrity of our systems and solutions, any destructive or intrusive breach could compromise our networks, creating system disruptions or slowdowns, and the information stored on our networks could be accessed, publicly disclosed, lost or stolen. If any of these types of security breaches were to occur and we were unable to protect sensitive data, our relationships with our business partners and customers could be materially damaged, our reputation could be materially harmed, and we could be exposed to a risk of litigation and possible significant liability.

Table of Contents

Portions of our IT infrastructure also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and our remediation efforts may be expensive, time consuming, disruptive and resource-intensive. Such disruptions could adversely impact our ability to fulfill orders and interrupt other processes. Delayed sales or lost customers resulting from these disruptions could adversely affect our financial results, stock price and reputation.

Effective May 25, 2018, the European Union (“EU”) implemented the General Data Protection Regulation (“GDPR”), a broad data protection framework that expands the scope of current EU data protection law to non-European Union entities that process, or control the processing of, the personal information of EU subjects. The GDPR allows for the imposition of fines and corrective action on entities that improperly use or disclose the personal information of EU subjects, including through a data security breach. The State of California enacted the California Consumer Privacy Act of 2018 (“CCPA”), effective on January 1, 2020, which contains requirements similar to GDPR for the handling of personal information of California residents.

Our failure to fully comply with GDPR, CCPA and other laws could lead to significant fines and require onerous corrective action. In addition, data security breaches experienced by us could result in the loss of trade secrets or other intellectual property, public disclosure of sensitive commercial data, and the exposure of personally identifiable information (including sensitive personal information) of our employees, customers, suppliers and others.

Unauthorized use or disclosure of, or access to, any personal information maintained by us or on our behalf, whether through breach of our systems, breach of the systems of our suppliers or vendors by an unauthorized party, or through employee error, theft or misuse, or otherwise, could harm our business. If any such unauthorized use or disclosure of, or access to, such personal information was to occur, our operations could be seriously disrupted, and we could be subject to demands, claims and litigation by private parties, and investigations, related actions, and penalties by regulatory authorities. In addition, we could incur significant costs in notifying affected persons and entities and otherwise complying with the multitude of foreign, federal, state and local laws and regulations relating to the unauthorized access to, or use or disclosure of, personal information. Finally, any perceived or actual unauthorized access to, or use or disclosure of, such information could harm our reputation, substantially impair our ability to attract and retain customers and have an adverse impact on our business, financial condition and results of operations.

If we are unsuccessful in legal proceedings brought against us or any of our customers, we could be prevented from selling many of our products and/or be required to pay substantial damages. An unfavorable outcome or an additional award of damages, ~~attorneys~~’attorneys’ fees or an injunction could cause our revenue to decline significantly and could severely harm our business and operating results.

From time to time we are a party to various legal proceedings. If we are not successful in litigation that could be brought against us or our customers, we could be ordered to pay monetary fines and/or damages. If we are found liable for willful patent infringement, damages could be significant. We and/or our customers could also be prevented from selling some or all of our products. Moreover, our customers and ~~end-users~~end users could decide not to use our products, and our products and our ~~customers~~’customers’ accounts payable to us could be seized. Finally, interim developments in these proceedings could increase the volatility in our stock price as the market assesses the impact of such developments on the likelihood that we will or will not ultimately prevail in these proceedings.

Given our inability to control the timing and nature of significant events in our legal proceedings that either have arisen or may arise, our legal expenses are difficult to forecast and may vary substantially from our publicly disclosed forecasts with respect to any given quarter, which could contribute to increased volatility in our stock price and financial condition.

Historically, we have incurred significant expenses in connection with various legal proceedings that vary with the level of activity in the proceeding. It is difficult for us to forecast our legal expenses for any given quarter, which adversely affects our ability to forecast our expected results of operations in general. We may also be subject to unanticipated legal proceedings, which would result in us incurring unexpected legal expenses. If we fail to meet the expectations of securities or industry analysts as a result of unexpected changes in our legal expenses, our stock price could be materially impacted.

~~Table of Contents~~

Future legal proceedings may divert our financial and management resources.

The semiconductor industry is characterized by frequent claims of infringement and litigation regarding patent and other intellectual property rights. Patent infringement is an ongoing risk, in part because other companies in our industry could have patent rights that may not be identifiable when we initiate development efforts. Litigation may be necessary to enforce our intellectual property rights, and we may have to defend ourselves against additional infringement claims. Such litigation is very costly. In the event any third party makes a new infringement claim against us or our customers, we could incur additional ongoing legal expenses. In addition, in connection with these legal proceedings, we may be required to post bonds to defend our intellectual property rights in certain countries for an indefinite period of time, until such dispute is resolved. If our legal expenses materially increase or exceed anticipated amounts, our capital resources and financial condition could be adversely affected. Further, if we are not successful in any of our intellectual property defenses, our financial condition could be adversely affected and our business could be harmed. Our management team may also be required to devote a great deal of time ~~effort~~ and ~~energy~~effort to these legal proceedings, which could divert ~~management~~’smanagement’s attention from focusing on our operations and adversely affect our business.

Table of Contents

Failure to protect our proprietary technologies or maintain the right to certain technologies may negatively affect our ability to compete.

We rely heavily on our proprietary technologies. Our future success and competitive position depend in part upon our ability to obtain and maintain protection of certain proprietary technologies used in our products. We pursue patents for some of our new products and unique technologies, and we also rely on a combination of nondisclosure agreements and other contractual provisions, as well as our ~~employees~~’employees’ commitment to confidentiality and loyalty, to protect our technology, know-how and processes. Despite the precautions we take, it may be possible for unauthorized third parties to copy aspects of our current or future technologies or products, or to obtain and use information that we regard as proprietary. We intend to continue to protect our proprietary technologies, including through patents. However, there can be no assurance that the steps we take will be adequate to protect our proprietary rights, that our patent applications will lead to issued patents, that others will not develop or patent similar or superior products or technologies, or that our patents will not be challenged, invalidated or circumvented by others. Furthermore, the laws of the countries in which our products are or may be developed, manufactured or sold may not protect our products and intellectual property rights to the same extent as laws in the United States. Our failure to adequately protect our proprietary technologies could materially harm our business.

~~The market for government-backed student loan auction-rate securities has suffered a decline in liquidity which may impact~~ ~~the liquidity and potential value of our investment portfolio.~~

~~The market for government-backed student loan auction-rate securities became illiquid in 2008. Since 2008, we have redeemed 87% of the original portfolio~~ of our auction-rate securities at par. It is unclear as to when the remaining balance of our auction-rate securities will regain their liquidity. The underlying maturity of these auction-rate securities is up to 31 years. We have historically recorded temporary and other-than-temporary impairment charges on these investments. The valuation is subject to fluctuations in the future, which will depend on many factors, including the quality of underlying collateral, estimated time for liquidity including potential to be called or restructured, underlying final maturity, insurance guaranty and market conditions, among others. Should there be further deterioration in the market for auction-rate securities, the value of our portfolio may decline, which may have an adverse impact on our cash position and our earnings. If the accounting rules for these securities change, there may be an adverse impact on our earnings.

We face risks in connection with our internal control over financial reporting.

Effective internal control over financial reporting is necessary for us to provide reliable and accurate financial reports. If we cannot provide reliable financial reports or prevent fraud or other financial misconduct, our business and operating results could be harmed. Our failure to implement and maintain effective internal control over financial reporting could result in a material misstatement of our financial statements or otherwise cause us to fail to meet our financial reporting obligations. This, in turn, could result in a loss of investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our results of operations and/or have a negative impact on the trading price of our common stock, and could subject us to stockholder litigation. In addition, we cannot assure you that we will not in the future identify material weaknesses in our internal control over financial reporting that we have not discovered to date, which may impact the reliability of our financial reporting and financial statements.

Our products must meet specifications, and undetected defects and failures may occur, which may cause customers to return or stop buying our products and may expose us to product liability risk.

Our customers generally establish demanding specifications for quality, performance, and reliability that our products must meet. ICs as complex as ours often encounter development delays and may contain undetected defects or failures when first introduced or after commencement of commercial shipments, which might require product replacement or recall. Further, our third-party manufacturing processes or changes thereof, or raw material used in the manufacturing processes may cause our products to fail. We have from time to time in the past experienced product quality, performance or reliability problems. Our standard warranty period is generally one to two years, which exposes us to significant risks of claims for defects and failures. If defects and failures occur in our products, we could experience lost revenue, increased costs, including warranty expense and costs associated with customer support, cancellations or rescheduling of orders or shipments, and product returns or discounts, any of which would harm our operating results.

~~Table of Contents~~

In addition, product liability claims may be asserted with respect to our technology or products. Although we currently have insurance, there can be no assurance that we have obtained a sufficient amount of insurance coverage, that asserted claims will be within the scope of coverage of the insurance, or that we will have sufficient resources to satisfy any asserted claims.

The price and availability of commodities (e.g., gold, copper and silicon) may adversely impact our ability to deliver our products in a timely and cost-effective manner, and may adversely affect our business and results of operations.

Our products incorporate commodities such as gold, copper and silicon. An increase in the price or a decrease in the availability of these commodities and similar commodities that we use could negatively impact our business and results of operations.

Table of Contents

Fluctuations in the value of the U.S. Dollar relative to other foreign currencies, including the Renminbi, may adversely affect results of operations.

Our manufacturing and packaging suppliers are and will continue to be primarily located in China for the foreseeable future. If the value of the Renminbi rises against the U.S. Dollar, there could be an increase in our manufacturing costs relative to competitors who have manufacturing facilities located in the U.S., which could adversely affect our operations. In addition, our sales are primarily denominated in the U.S. Dollar. If the value of the U.S Dollar rises against other currencies, it may adversely affect the demand for our products in international markets, which could negatively impact our business and results of operations.

We incur foreign currency exchange gains or losses related to the timing of payments for transactions between the U.S. and our foreign subsidiaries, which are reported in interest and other income in the statements of operations. Fluctuations in the value of the U.S. Dollar relative to the foreign currencies could increase the amount of foreign currency exchange losses we record, which could have an adverse impact on our results of operations.

Our business is subject to various governmental laws and regulations, and compliance with these regulations may impact our revenue and cause us to incur significant expense. If we fail to maintain compliance with applicable regulations or obtain government licenses and approvals for our desired international trading activities or technology transfers, we may be forced to recall products and cease their distribution, and we could be subject to civil or criminal penalties.

Our business is subject to various significant laws and other legal requirements imposed by the U.S. and other countries we conduct business with, including export control laws such as the ~~U.S.~~ Export Administration ~~Regulations.~~Act, the Export Administration Regulations and other laws, regulations and requirements governing international trade and technology transfer. These laws and regulations are complex, change frequently and have generally become more stringent over time. We may be required to incur significant expense to comply with these regulations or to remedy violations of these regulations. In addition, if our customers fail to comply with these regulations, we may be required to suspend sales to these customers, which could negatively impact our results of operations. We must conform the manufacture and distribution of our products to various laws and adapt to regulatory requirements in many countries as these requirements change. If we fail to comply with these requirements in the manufacture or distribution of our products, we could be required to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from distributing our products commercially until the products are brought into compliance.

Environmental laws and regulations could cause a disruption in our business and operations.

We are subject to various state, federal and international laws and regulations governing the environment, including those restricting the presence of certain substances in electronic products and making manufacturers of those products financially responsible for the collection, treatment, recycling and disposal of certain products. Such laws and regulations have been passed in several jurisdictions in which we operate, including various European Union member countries and countries in Asia. There can be no assurance that similar laws and regulations will not be implemented in other jurisdictions resulting in additional costs, possible delays in delivering products, and even the discontinuance of existing and planned future ~~product replacements~~products if the cost were to become prohibitive.

We and our manufacturing partners are or will be subject to extensive Chinese government regulation, and the benefit of various incentives from Chinese governments that we and our manufacturing partners receive may be reduced or eliminated, which could increase our costs or limit our ability to sell products and conduct activities in China.

We have manufacturing and testing facilities in China and most of our manufacturing partners are located in China. The Chinese government has broad discretion and authority to regulate the technology industry in China. Additionally, ~~China~~’sChina’s government has implemented policies from time to time to regulate economic expansion in China. It exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

~~Table of Contents~~

~~Additionally, personal~~Personal privacy, cyber security, and data protection are becoming increasingly significant issues in China. To address these issues, the Standing Committee of the National ~~People~~’sPeople’s Congress promulgated the Cyber Security Law of the People’s Republic of China (the “Cyber Security Law”), which took effect on June 1, 2017. The Cyber Security Law sets forth various requirements relating to the collection, use, storage, disclosure and security of data, among other things. Various Chinese agencies are expected to issue additional regulations in the future to define these requirements more precisely. These requirements may increase our costs of compliance. We cannot assure you that we will be able to comply with all of these regulatory requirements. Any failure to comply with the Cyber Security Law and the relevant regulations and policies could result in ~~additional~~further cost and liability to us and could adversely affect our business and results of operations. Additionally, increased costs to comply with, and other burdens imposed by, the Cyber Security Law and relevant regulations and policies that are applicable to the businesses of our suppliers, vendors and other service providers, as well as our customers, could adversely affect our business and results of operations.

Any additional new regulations or the amendment or modification of previously implemented regulations could require us and our manufacturing partners to change our business plans, increase our costs, or limit our ability to sell products and conduct activities in China, which could adversely affect our business and operating results.

Table of Contents

The Chinese government and provincial and local governments also have provided, and continue to provide, various incentives to encourage the development of the semiconductor industry in China. Such incentives include tax rebates, reduced tax rates, favorable lending policies and other measures, some or all of which may be available to our manufacturing partners and to us with respect to our facilities in China. Any of these incentives could be reduced or eliminated by governmental authorities at any time. Any such reduction or elimination of incentives currently provided to us and our manufacturing partners could adversely affect our business and operating results.

There are inherent risks associated with the operation of our manufacturing and testing facilities in China, which could increase product costs or cause a delay in product shipments.

We have manufacturing and testing facilities in ~~China that began operations in 2006.~~China. We face the following risks, among others, with respect to our operations in China:

~~inability to hire and maintain a qualified workforce;~~

~~inability to maintain appropriate and acceptable manufacturing controls; and,~~

~~higher than anticipated overhead and other costs of operation.~~

•	inability to hire and maintain a qualified workforce;

•	inability to maintain appropriate and acceptable manufacturing controls; and

•	higher than anticipated overhead and other costs of operation.

If we are unable to maintain our facilities in China at fully operational status with qualified workers, appropriate manufacturing controls and reasonable cost levels, we may incur higher costs than our current expense levels, which would affect our gross margins. In addition, if capacity restraints result in significant delays in product shipments, our business and results of operations would be adversely affected.

The average selling prices of products in our markets have historically ~~dec~~~~reased~~decreased over time and could do so in the future, which could harm our revenue and gross profits.

Average selling prices of semiconductor products in the markets we serve have historically decreased over time. Our gross profits and financial results will suffer if we are unable to offset any reductions in our average selling prices by reducing our costs, developing new or enhanced products on a timely basis with higher selling prices or gross profits, or increasing our sales volumes. Additionally, because we do not operate our own wafer manufacturing or assembly facilities, we may not be able to reduce our costs as rapidly as companies that operate their own facilities, and our costs may even increase, which could also reduce our profit margins.

~~Table of Contents~~

Because of the lengthy sales cycles for our products and the fixed nature of a significant portion of our expenses, we may incur substantial expenses before we earn associated revenue and may not ultimately achieve our forecasted sales for our products.

The introduction of new products presents significant business challenges because product development plans and expenditures may be made up to two years or more in advance of any sales. It generally takes us up to 12 months or more to design and manufacture a new product prototype. Only after we have a prototype do we introduce the product to the market and begin selling efforts in an attempt to achieve design wins. This sales process requires us to expend significant sales and marketing resources without any assurance of success. Volume production of products that use our ICs, if any, may not be achieved for an additional period of time after an initial sale. Sales cycles for our products are lengthy for a number of reasons, including:

~~our customers usually complete an in-depth technical evaluation of our products before they place a purchase~~ ~~order;~~

•	our customers usually complete an in-depth technical evaluation of our products before they place a purchase order;

~~the commercial adoption of our products by OEMs and ODMs is typically limited during the initial release of~~ ~~their~~ ~~product to evaluate product performance and consumer demand;~~

~~our products must be designed into our customers’ products or systems; and,~~

~~the development and commercial introduction of our customers’ products incorporating new technologies frequently~~ ~~are delayed.~~

•	the commercial adoption of our products by OEMs and ODMs is typically limited during the initial release of their product to evaluate product performance and consumer demand;

•	our products must be designed into our customers’ products or systems; and

•	the development and commercial introduction of our customers’ products incorporating new technologies are frequently delayed.

As a result of our lengthy sales cycles, we may incur substantial expenses before we earn associated revenue because a significant portion of our operating expenses is relatively fixed and based on expected revenue. The lengthy sales cycles of our products also make forecasting the volume and timing of orders difficult. In addition, the delays inherent in lengthy sales cycles raise additional risks that customers may cancel or change their orders. Our sales are made by purchase orders. Because industry practice allows customers to reschedule or cancel orders on relatively short notice, backlog is not always a good indicator of our future sales. If customer cancellations or product changes occur, we could lose anticipated sales and not have sufficient time to reduce our inventory and operating expenses.

Table of Contents

Our success depends on our investment of significant resources in research and development. We may have to invest more resources in research and development than anticipated, which could increase our operating expenses and negatively impact our operating results.

Our success depends on us investing significant amounts of resources into research and development. We expect to have to continue to invest heavily in research and development in the future in order to continue to innovate and introduce new products in a timely manner and increase our revenue and profitability. If we have to invest more resources in research and development than we anticipate, we could see an increase in our operating expenses which may negatively impact our operating results. Also, if we are unable to properly manage and effectively utilize our research and development resources, we could see material adverse effects on our business, financial condition and operating results.

In addition, if new competitors, technological advances by existing competitors, our entry into new markets, or other competitive factors require us to invest significantly greater resources than anticipated in our research and development efforts, our operating expenses would increase. If we are required to invest significantly greater resources than anticipated in research and development efforts without a corresponding increase in revenue, our operating results could decline. Research and development expenses are likely to fluctuate from time to time to the extent we make periodic incremental investments in research and development and these investments may be independent of our level of revenue, which could negatively impact our financial results. In order to remain competitive, we anticipate that we will continue to devote substantial resources to research and development, and we expect these expenses to increase in absolute dollars in the foreseeable future due to the increased complexity and the greater number of products under development.

The loss of any of our key personnel or the failure to attract or retain specialized technical and management personnel could affect our operations or impair our ability to grow our business.

Our future success depends upon our ability to attract and retain highly qualified technical and managerial personnel. We are particularly dependent on the continued services of our key executives, including Michael Hsing, our President and Chief Executive Officer, who founded our company and developed our proprietary process technology. In addition, personnel with highly skilled analog and mixed-signal design engineering expertise are scarce and competition for personnel with these skills is intense. There can be no assurance that we will be able to retain existing key employees or that we will be successful in attracting, integrating or retaining other highly qualified personnel with critical capabilities in the future. If we are unable to retain the services of existing key employees or are unsuccessful in attracting new highly qualified employees quickly enough to meet the demands of our business, including design cycles, our business could be harmed. Furthermore, if we lose key personnel, the search for a qualified replacement and the transition could interrupt our operations as the search could take us longer than expected and divert management resources, and the newly hired employee could take longer than expected to integrate into the team.

~~Table of Contents~~

If we fail to retain key employees in our sales, applications, finance and legal staff or to make continued improvements to our internal systems, particularly in the accounting and finance area, our business may suffer.

If we fail to continue to adequately staff our sales, applications, financial and legal staff, maintain or upgrade our business systems and maintain internal control that meet the demands of our business, our ability to operate effectively will suffer. The operation of our business also depends upon our ability to retain these employees, as these employees hold a significant amount of institutional knowledge about us and our products, and, if they were to terminate their employment, our sales and internal control over financial reporting could be adversely affected.

We intend to continue to expand our operations, which may strain our resources and increase our operating expenses.

We plan to continue to expand our domestic and foreign operations through internal growth, strategic relationships, and/or acquisitions. We expect that any such expansion will strain our systems and operational and financial controls. In addition, we are likely to incur significantly higher operating costs. To manage our growth effectively, we must continue to improve and expand our systems and controls, as well as hire experienced administrative and financial personnel. If we fail to do so, our growth will be limited. If we fail to effectively manage our planned expansion of operations, our business and operating results may be harmed.

We may not realize the anticipated benefits of any company or business that we acquire. In addition, acquisitions could result in diluting the ownership interests of our stockholders, reduce our cash balances, and cause us to incur debt or to assume contingent liabilities, which could adversely affect our business. We may also be the target of strategic transactions, which could divert our management’s attention and otherwise disrupt our operations and adversely affect our business.

As a part of our business strategy, from time to time we review acquisition prospects that would complement our current product offerings, enhance our design capability or offer other competitive opportunities. As a result of completing acquisitions, we could use a significant portion of our available cash, cash equivalents and short-term investments, issue equity securities that would dilute current ~~stockholders~~’stockholders’ percentage ownership, or incur substantial debt or contingent ~~liabilities, or incur impairment charges related to goodwill or other acquisition-related intangibles.~~liabilities. Such actions could impact our operating results and the price of our common stock.

Table of Contents

In addition, we may be unable to identify or complete prospective acquisitions for various reasons, including competition from other companies in the semiconductor industry, the valuation expectations of acquisition candidates and applicable antitrust laws or related regulations. If we are unable to identify and complete acquisitions, we may not be able to successfully expand our business and product offerings.

We cannot guarantee that any future acquisitions will improve our results of operations or that we will otherwise realize the anticipated benefits of any acquisitions. In addition, if we are unsuccessful in integrating any acquired company or business into our operations or if integration is more difficult than anticipated, we may experience disruptions that could harm our business and result in our failure to realize the anticipated benefits of the acquisitions. Some of the risks that may adversely affect our ability to integrate or realize any anticipated benefits from the acquired companies, businesses or assets include those associated with:

~~unexpected losses of key employees or customers of the acquired companies or businesses;~~

~~conforming the acquired company’s standards, processes, procedures and controls with our operations;~~

~~coordinating new product and process development;~~

•	unexpected losses of key employees or customers of the acquired companies or businesses;

•	conforming the acquired company’s standards, processes, procedures and controls with our operations;

•	coordinating new product and process development;

•	hiring additional management and other critical personnel;

•	increasing the scope, geographic diversity and complexity of our operations;

•	difficulties in consolidating facilities and transferring processes and know-how;

•	difficulties in the assimilation of acquired operations, technologies or products;

•	the risk of undisclosed liabilities of the acquired businesses and potential legal disputes with founders or stockholders of acquired companies;

•	our inability to commercialize acquired technologies;

•	the risk that the future business potential as projected is not realized and as a result, we may be required to take an impairment charge related to goodwill or acquired intangibles that would impact our profitability;

•	difficulties in assessing the fair value of earn-out arrangements;

•	diversion of management’s attention from other business concerns; and

•	adverse effects on existing business relationships with customers.

In addition, third parties may be interested in acquiring us. We will consider and discuss such transactions as we deem appropriate. Such potential transactions may divert the attention of management, and ~~other critical personnel;~~

~~increasing the scope, geographic diversity~~cause us to incur various costs and ~~complexity of our operations;~~

~~difficulties~~expenses in ~~consolidating facilities~~investigating and ~~transferring processes and know-how;~~

~~difficulties in the assimilation of acquired operations, technologies~~evaluating such transactions, whether or ~~products;~~

~~the risk of undisclosed liabilities of the acquired businesses and potential legal disputes with founders or~~ ~~stockholders~~ ~~of acquired companies;~~

~~our inability to commercialize acquired technologies;~~

~~the risk that the future business potential as projected is~~ not ~~realized and as a result, we may be required to take~~ ~~a charge~~ ~~to earnings that would impact our profitability;~~they are consummated.

~~the need to take impairment charges or write-downs with respect to acquired assets and technologies;~~

~~Table of Contents~~

~~difficulties in assessing the fair value of earn-out arrangements;~~

~~diversion of management’s attention from other business concerns; and,~~

~~adverse effects on existing business relationships with customers.~~

If we issue additional shares of stock in the future, it may have a dilutive effect on our stockholders.

We may issue additional shares of common stock in the future in order to raise additional capital to fund our global operations or in connection with an acquisition. We also issue ~~restricted stock units~~RSUs to employees, which convert into shares of common stock upon vesting. Any issuance of our common stock may result in immediate dilution ofto our stockholders. In addition, the issuance of a significant amount of our common stock may result in additional regulatory requirements, such as stockholder approval.

We compete against many companies with substantially greater financial and other resources, and our market share may be reduced if we are unable to respond to our competitors effectively.

The analog and mixed-signal semiconductor industry is highly competitive, and we expect competitive pressures to continue. Our ability to compete effectively and to expand our business will depend on our ability to continue to recruit applications and design talent, our ability to introduce new products, and our ability to maintain the rate at which we introduce these new products. We compete with domestic and non-domestic semiconductor companies, many of which have substantially greater financial and other resources with which to pursue engineering, manufacturing, marketing, and distribution of their products. We are in direct and active competition, with respect to one or more of our product lines, with many manufacturers of such products, of varying size and financial strength. The number of our competitors has grown due to the expansion of the market segments in which we participate.

Table of Contents

We cannot assure you that our products will continue to compete favorably, or that we will be successful in the face of increasing competition from new products and enhancements introduced by existing competitors or new companies entering this market, which would materially and adversely affect our results of operations and our financial condition.

If securities or industry analysts downgrade our stock or do not continue to publish research or reports about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend, in part, on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

~~Major earthquakes~~Short positions in our stock could have a substantial impact on the trading price of our stock.

Historically, there have been “short” positions in our common stock. The anticipated downward pressure on our stock price due to actual or ~~other natural disasters~~anticipated sales of our stock by some institutions or individuals who engage in short sales of our common stock could cause our stock price to decline. Such stock price decreases could encourage further short-sales that could place additional downward pressure on our stock price. This could lead to further increases in the existing short position in our common stock and ~~resulting systems outages~~cause volatility in our stock price. The volatility of our stock may cause the value of a stockholder’s investment to decline rapidly. Additionally, if our stock price declines, it may be more difficult for us ~~significant losses.~~to raise capital and may have other adverse effects on our business.

There can be no assurance that we will continue to declare cash dividends at all or in any particular amounts.

We have a dividend program approved by our Board of Directors, pursuant to which we intend to pay quarterly cash dividends on our common stock. The declaration of any future cash dividends is at the discretion of our Board of Directors and will depend on, among other things, our financial condition, results of operations, capital requirements, business conditions, and other factors that our Board of Directors may deem relevant, as well as a determination that cash dividends are in the best interests of our stockholders. Our dividend payments may change from time to time, and we cannot provide assurance that we will continue to declare dividends at all or in any particular amounts. A reduction in or elimination of our dividend payments could have a negative effect on the price of our common stock.

Our ~~corporate headquarters,~~worldwide operations are subject to political, economic and health risks and natural disasters, which could have a material adverse effect on our business operations.

Our office in California, the production facilities of our third-party wafer suppliers, our IC testing and manufacturing facilities, a portion of our assembly and research and development activities, and certain other critical business operations are located in or near seismically active regions and are subject to periodic earthquakes. We do not maintain earthquake insurance and could be materially and adversely affected in the event of a major earthquake. Much of our revenue, as well as our manufacturers and assemblers, are concentrated in Asia, particularly in China. Such concentration increases the risk that other natural disasters, labor strikes, terrorism, war, political unrest, epidemics and pandemics, and/or health advisories could disrupt our operations. For example, the COVID-19 pandemic has resulted in significant disruptions in business operations and other global economic activities. Any of these events may disrupt our ability to staff our business adequately, could generally disrupt our operations, and specifically, any prolonged health threat and other risks from the COVID-19 pandemic globally could have a material adverse impact on our business and results of operations.

In addition, we rely heavily on our internal information and communications systems and on systems or support services from third parties to manage our operations efficiently and effectively. Any of these are subject to failure due to a natural disaster or other ~~disruption.~~disruptions. System-wide or local failures that affect our information processing could have material adverse effects on our business, financial condition, ~~operating~~ results of operations and cash flows.

Table of Contents

ITEM 6. EXHIBITS

Exhibit

No.

~~Exhibit No.~~Description

10.1 (1)

Monolithic Power Systems, Inc. Amended and Restated 2014 Equity Incentive Plan.

31.1

~~Description~~

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.INS	Inline XBRL 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

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document

	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________

(1) Incorporated by reference to Annexure B of the Registrant’s Definitive Proxy Statement on Form 14A (File No. 000-51026) filed with the Securities and Exchange Commission on April 29, 2020.

* This exhibit shall not be deemed “~~filed”~~“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Table of Contents

MONOLITHIC POWER SYSTEMS, INC

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.

	MONOLITHIC POWER SYSTEMS, INC.

Dated: ~~November~~August 3, ~~2017~~2020
	/s/ T. Bernie Blegen

	T. Bernie Blegen
	Chief Financial Officer
	(Duly Authorized Officer and Principal Financial and Accounting Officer)

~~Table of Contents~~

~~EXHIBIT INDEX~~

~~Exhibit No.~~

~~31.1~~

~~Description~~

~~Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~

~~Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

32.1*

~~Certification of Chief Executive Officer and Chief Financial~~ ~~Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101.INS~~

~~XBRL Instance~~

~~101.SCH~~

~~XBRL Taxonomy Extension Schema~~

~~101.CAL~~

~~XBRL Taxonomy Extension Calculation~~

~~101.DEF~~

~~XBRL Taxonomy~~ ~~Extension Definition~~

~~101.LAB~~

~~XBRL Taxonomy Extension Labels~~

~~101.PRE~~

~~XBRL Taxonomy Extension Presentation~~

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		MPWR		The NASDAQ Global Select Market

Large accelerated filer ☒ ~~Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐~~	Accelerated filer ☐	Non-accelerated filer ☐
Smaller reporting company ☐	Emerging growth company ☐

TABLE OF CONTENTS		PAGE
PART I. FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3
	CONDENSED CONSOLIDATED BALANCE SHEETS	3
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	4
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5
	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	6
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	67
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	78
ITEM 2.	~~MANAGEMENT~~’SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2123
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2831
ITEM 4.	CONTROLS AND PROCEDURES	2831
PART II. OTHER INFORMATION		2831
ITEM 1.	LEGAL PROCEEDINGS	2831
~~ITEM 1A.~~ITEM1A.	RISK FACTORS	2831
ITEM 6.	EXHIBITS	4550

	September 30,		December 31,			June 30,			December 31,
	2017		2016			2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	104,424	$	112,703		$	156,483		$	172,960
Short-term investments		195,174		155,521			355,840			282,437
Accounts receivable, net		50,757		34,248			55,136			52,704
Inventories		99,887		71,469			152,119			127,500
Other current assets		13,560		9,043			29,286			19,605
Total current assets		463,802		382,984			748,864			655,206
Property and equipment, net		100,629		85,171			251,980			228,315
Long-term investments		5,368		5,354			3,032			3,138
Goodwill		6,571		6,571			6,571			6,571
Acquisition-related intangible assets, net		1,464		3,002
Deferred tax assets, net		661		633			13,432			17,193
Other long-term assets		26,518		27,411			47,276			45,952
Total assets	$	605,013	$	511,126		$	1,071,155		$	956,375

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	21,831	$	17,427		$	45,169		$	27,271
Accrued compensation and related benefits		17,458		12,578			32,785			26,164
Accrued liabilities		26,879		22,916
Other accrued liabilities							58,831			44,790
Total current liabilities		66,168		52,921			136,785			98,225
Income tax liabilities		4,627		3,870			35,624			37,596
Other long-term liabilities		28,695		23,219			49,801			47,063
Total liabilities		99,490		80,010			222,210			182,884
Commitments and contingencies
Stockholders' equity:
Common stock and additional paid-in capital, $0.001 par value; shares authorized: 150,000; shares issued and outstanding: 41,508 and 40,793 as of September 30, 2017 and December 31, 2016, respectively		364,726		315,969
Stockholders’ equity:
Common stock and additional paid-in capital: $0.001 par value; shares authorized: 150,000; shares issued and outstanding: 44,911 and 43,616, respectively							605,165			549,517
Retained earnings		140,455		119,362			247,864			229,450
Accumulated other comprehensive income (loss)		342		(4,215	)
Total stockholders’ equity		505,523		431,116
Total liabilities and stockholders’ equity	$	605,013	$	511,126
Accumulated other comprehensive loss							(4,084	)		(5,476	)
Total stockholders’ equity							848,945			773,491
Total liabilities and stockholders’ equity						$	1,071,155		$	956,375

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2020		2019		2020			2019
Revenue	$	128,939	$	106,456	$	341,499	$	285,047	$	186,209	$	151,007	$	351,987		$	292,370
Cost of revenue		58,083		48,531		154,377		130,686		83,616		67,782		157,947			131,139
Gross profit		70,856		57,925		187,122		154,361		102,593		83,225		194,040			161,231
Operating expenses:
Research and development		21,442		20,472		60,629		55,669		31,673		27,545		57,629			53,003
Selling, general and administrative		25,255		22,397		73,219		61,696		40,883		35,058		73,047			65,611
Litigation expense, net		327		55		903		92
Litigation expense										2,082		503		4,423			781
Total operating expenses		47,024		42,924		134,751		117,457		74,638		63,106		135,099			119,395
Income from operations		23,832		15,001		52,371		36,904		27,955		20,119		58,941			41,836
Interest and other income, net		1,255		780		3,873		1,920
Other income, net										5,200		2,229		3,486			5,569
Income before income taxes		25,087		15,781		56,244		38,824		33,155		22,348		62,427			47,405
Income tax provision		1,445		1,408		3,112		2,678
Income tax expense (benefit)										2,988		1,655		(3,495	)		531
Net income	$	23,642	$	14,373	$	53,132	$	36,146	$	30,167	$	20,693	$	65,922		$	46,874

Net income per share:
Basic	$	0.57	$	0.35	$	1.29	$	0.90	$	0.67	$	0.48	$	1.48		$	1.09
Diluted	$	0.54	$	0.34	$	1.22	$	0.87	$	0.64	$	0.45	$	1.41		$	1.03
Weighted-average shares outstanding:
Basic		41,458		40,590		41,276		40,335		44,785		43,109		44,620			42,929
Diluted		43,486		41,895		43,384		41,752		46,831		45,483		46,750			45,358

Cash dividends declared per common share	$	0.20	$	0.20	$	0.60	$	0.60

								Accumulated
	*Common Stock and*							*Other*			*Total*
	*Additional Paid-in Capital*				*Retained*			*Comprehensive*			*Stockholders’*
Three Months Ended June 30, 2020	*Shares*		*Amount*		*Earnings*			*Loss*			*Equity*
Balance as of April 1, 2020		44,715	$	581,736	$	241,465		$	(10,011	)	$	813,190
Net income		-		-		30,167			-			30,167
Other comprehensive income		-		-		-			5,927			5,927
Dividends and dividend equivalents declared ($0.50 per share)		-		-		(23,768	)		-			(23,768	)
Common stock issued under the employee equity incentive plan		196		2,352		-			-			2,352
Stock-based compensation expense		-		21,077		-			-			21,077
Balance as of June 30, 2020		44,911	$	605,165	$	247,864		$	(4,084	)	$	848,945

	Time-Based RSUs			Weighted-Average Grant Date Fair Value Per Share		PSUs and MPSUs			Weighted-Average Grant Date Fair Value Per Share		MSUs		Weighted-Average Grant Date Fair Value Per Share		Total			Weighted-Average Grant Date Fair Value Per Share
Outstanding at January 1, 2017		366		$	51.35		2,284		$	43.24		1,620	$	23.57		4,270		$	36.47
Granted		75		$	92.53		645	(1)	$	61.08		-	$	-		720		$	64.35
Released		(148	)	$	47.93		(520	)	$	42.34		-	$	-		(668	)	$	43.57
Forfeited		(14	)	$	62.01		(5	)	$	49.82		-	$	-		(19	)	$	58.43
Outstanding at September 30, 2017		279		$	63.68		2,404		$	48.20		1,620	$	23.57		4,303		$	39.93

	September 30, 2017
	Gross Amount		Accumulated Amortization			Net Amount
Know-how	$	1,018	$	(653	)	$	365
Developed technologies		6,466		(5,367	)		1,099
Total	$	7,484	$	(6,020	)	$	1,464

	December 31, 2016
	Gross Amount		Accumulated Amortization			Net Amount
Know-how	$	1,018	$	(500	)	$	518
Developed technologies		6,466		(3,982	)		2,484
Total	$	7,484	$	(4,482	)	$	3,002

2020 (remaining six months)	$	851
2021		1,296
2022		852
2023		271
2024		186
2025		130
Total remaining lease payments		3,586
Less: imputed interest		(157	)
Total lease liabilities	$	3,429
Reported as:
Current liabilities	$	1,532
Long-term liabilities	$	1,897

2020 (remaining six months)	$	1,010
2021		2,281
2022		2,069
2023		1,477
2024		552
Thereafter		59
Total	$	7,448

	Three Months Ended September 30,						Nine Months Ended September 30,
Customer	2017			2016			2017			2016
Distributor A		17	%		22	%		17	%		22	%
Distributor B		15	%		*			*			*

							Revenue												Accounts Receivable
	September 30,			December 31,			Three Months Ended June 30,						Six Months Ended June 30,						June 30,			December 31,
Customer	2017			2016			2020			2019			2020			2019			2020			2019
Distributor A		17	%		19	%		26	%		22	%		24	%		22	%		27	%		24	%
Distributor B		16	%		*			*			*			*			*			*			11	%
Distributor C		12	%		17	%
Value-added reseller A								*			*			*			*			19	%		13	%
Direct customer A								*			13	%		*			10	%		*			*

	September 30, 2017											June 30, 2020
	Amortized Cost		Unrealized Gains		Unrealized Losses			Total Fair Value		Fair Value of Investments in Unrealized Loss Position		Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	11,250	$	-	$	-		$	11,250	$	-	$	26,086	$	-	$	-		$	26,086
Corporate debt securities		180,791		122		(362	)		180,551		122,780		329,755		3,930		(63	)		333,622
Commercial paper													7,936		32		-			7,968
U.S. treasuries and government agency bonds		16,139		-		(16	)		16,123		13,873		14,249		2		(1	)		14,250
Auction-rate securities backed by student-loan notes		5,570		-		(202	)		5,368		5,368		3,195		-		(163	)		3,032
Total	$	213,750	$	122	$	(580	)	$	213,292	$	142,021	$	381,221	$	3,964	$	(227	)	$	384,958

	December 31, 2016											December 31, 2019
	Amortized Cost		Unrealized Gains		Unrealized Losses			Total Fair Value		Fair Value of Investments in Unrealized Loss Position		Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	24,956	$	-	$	-		$	24,956	$	-	$	28,100	$	-	$	-		$	28,100
Corporate debt securities		110,429		65		(850	)		109,644		91,938		260,645		383		(78	)		260,950
Commercial paper													1,994		-		-			1,994
U.S. treasuries and government agency bonds		45,899		-		(22	)		45,877		39,275		19,487		7		(1	)		19,493
Auction-rate securities backed by student-loan notes		5,570		-		(216	)		5,354		5,354		3,320		-		(182	)		3,138
Total	$	186,854	$	65	$	(1,088	)	$	185,831	$	136,567	$	313,546	$	390	$	(261	)	$	313,675

	Time-Based RSUs					PSUs and MPSUs					MSUs					Total
	Number of Shares			Weighted- Average Grant Date Fair Value Per Share		Number of Shares			Weighted- Average Grant Date Fair Value Per Share		Number of Shares			Weighted- Average Grant Date Fair Value Per Share		Number of Shares			Weighted- Average Grant Date Fair Value Per Share
Outstanding at January 1, 2020		180		$	115.45		1,987		$	74.50		1,886		$	37.63		4,053		$	59.16
Granted		70		$	181.41		383	(1)	$	169.65		-		$	-		453		$	171.47
Vested		(60	)	$	105.95		(1,058	)	$	57.29		(162	)	$	23.57		(1,280	)	$	55.30
Forfeited		(4	)	$	129.31		(9	)	$	83.15		(5	)	$	68.48		(18	)	$	89.81
Outstanding at June 30, 2020		186		$	143.09		1,303		$	116.39		1,719		$	38.86		3,208		$	76.39

	Three Months Ended September 30,						Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2020			2019
Expected term (years)		0.5			0.5			0.5			0.5
Expected term (in years)														0.5			0.5
Expected volatility		23.5	%		27.5	%		23.5	%		28.6	%		31.4	%		37.3	%
Risk-free interest rate		1.2	%		0.5	%		0.9	%		0.4	%		1.6	%		2.5	%
Dividend yield		0.8	%		1.1	%		0.9	%		1.2	%		1.1	%		1.2	%

	June 30, 2020
	Less than 12 Months					Greater than 12 Months					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Corporate debt securities	$	23,533	$	(63	)	$	-	$	-		$	23,533	$	(63	)
U.S. treasuries and government agency bonds		2,499		(1	)		-		-			2,499		(1	)
Auction-rate securities backed by student-loan notes		-		-			3,032		(163	)		3,032		(163	)
Total	$	26,032	$	(64	)	$	3,032	$	(163	)	$	29,064	$	(227	)

	Fair Value Measurement at September 30, 2017								June 30, 2020
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Money market funds	$	11,250	$	11,250	$	-	$	-	$	26,086	$	26,086	$	-	$	-
Corporate debt securities		180,551		-		180,551		-		333,622		-		333,622		-
Commercial paper										7,968		-		7,968		-
U.S. treasuries and government agency bonds		16,123		-		16,123		-		14,250		-		14,250		-
Auction-rate securities backed by student-loan notes		5,368		-		-		5,368		3,032		-		-		3,032
Mutual funds under deferred compensation plan		13,097		13,097		-		-
Mutual funds and money market funds under deferred compensation plan										22,177		22,177		-		-
Total	$	226,389	$	24,347	$	196,674	$	5,368	$	407,135	$	48,263	$	355,840	$	3,032

	Fair Value Measurement at December 31, 2016								December 31, 2019
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Money market funds	$	24,956	$	24,956	$	-	$	-	$	28,100	$	28,100	$	-	$	-
Corporate debt securities		109,644		-		109,644		-		260,950		-		260,950		-
Commercial paper										1,994		-		1,994		-
U.S. treasuries and government agency bonds		45,877		-		45,877		-		19,493		-		19,493		-
Auction-rate securities backed by student-loan notes		5,354		-		-		5,354		3,138		-		-		3,138
Mutual funds under deferred compensation plan		12,108		12,108		-		-
Mutual funds and money market funds under deferred compensation plan										21,975		21,975		-		-
Total	$	197,939	$	37,064	$	155,521	$	5,354	$	335,650	$	50,075	$	282,437	$	3,138

Balance at January 1, 2017	$	5,354
Change in unrealized gain included in other comprehensive income		14
Balance at September 30, 2017	$	5,368

Balance at January 1, 2020	$	3,138
Change in unrealized gain included in other comprehensive income		19
Sale and settlement at par		(125	)
Balance at June 30, 2020	$	3,032

	September 30,			December 31,			June 30, 2020 (1)				December 31, 2019
	2017			2016
Time-to-liquidity (months)		24			24
Time-to-liquidity (in years)							2	-	3	(2.5)	2	-	3
Discount rate	40%	-	9.0%	4.3%	-	9.3%	3.0%	-	7.3%	(5.0%)	4.0%	-	8.3%

	Unrealized Losses on Available-for- Sale Securities			Foreign Currency Translation Adjustments			Total			Unrealized Gains (Losses) on Available-for-Sale Securities			Foreign Currency Translation Adjustments			Total
Balance as of January 1, 2017	$	(1,023	)	$	(3,192	)	$	(4,215	)
Balance as of January 1, 2020										$	135		$	(5,611	)	$	(5,476	)
Other comprehensive loss before reclassifications											(1,680	)		(2,882	)		(4,562	)
Amounts reclassified from accumulated other comprehensive loss											(28	)		-			(28	)
Tax effect											55			-			55
Net current period other comprehensive loss											(1,653	)		(2,882	)		(4,535	)
Balance as of March 31, 2020											(1,518	)		(8,493	)		(10,011	)
Other comprehensive income before reclassifications		202			1,306			1,508			5,386			1,018			6,404
Amounts reclassified from accumulated other comprehensive loss		-			-			-			(71	)		-			(71	)
Tax effect											(406	)		-			(406	)
Net current period other comprehensive income		202			1,306			1,508			4,909			1,018			5,927
Balance as of March 31, 2017		(821	)		(1,886	)		(2,707	)
Other comprehensive income before reclassifications		144			1,186			1,330
Amounts reclassified from accumulated other comprehensive loss		(3	)		-			(3	)
Net current period other comprehensive income		141			1,186			1,327
Balance as of June 30, 2017		(680	)		(700	)		(1,380	)
Other comprehensive income before reclassifications		217			1,500			1,717
Amounts reclassified from accumulated other comprehensive income		5			-			5
Net current period other comprehensive income		222			1,500			1,722
Balance as of September 30, 2017	$	(458	)	$	800		$	342
Balance as of June 30, 2020										$	3,391		$	(7,475	)	$	(4,084	)

	•	the above-average industry growth of product and market areas that we have targeted,

	•	our plan to increase our revenue through the introduction of new products within our existing product families as well as in new product categories and families,

	•	our belief that we may incur significant legal expenses that vary with the level of activity in each of our current or future legal proceedings,

	•	the effect that liquidity of our investments has on our capital resources,

	•	the continuing application of our products in the computing and storage, automotive, industrial, communications and consumer markets,

	•	estimates of our future liquidity requirements,

	•	the cyclical nature of the semiconductor industry,

	•	the effects of the COVID-19 pandemic on the global economy, the semiconductor industry and our business;

	•	protection of our proprietary technology,

	•	business outlook for the remainder of 2020 and beyond,

	•	the factors that we believe will impact our business, operations and financial condition, as well as our ability to achieve revenue growth,

	•	the percentage of our total revenue from various end markets,

	•	our ability to identify, acquire and integrate companies, businesses and products, and achieve the anticipated benefits from such acquisitions and integrations,

	•	the impact of various tax laws and regulations on our income tax provision, financial position and cash flows,

	•	our plan to repatriate cash from our subsidiary in Bermuda,

	•	our intention and ability to pay future cash dividends and dividend equivalents, and

	•	the factors that differentiate us from our competitors.

•	general economic, industry and market conditions worldwide;

•	our ability to outperform the market and outperform at a level that meets or exceeds our investors’ expectations;

•	whether our guidance meets the expectations of our investors;

•	the breath and liquidity of the market for our common stock;

•	developments generally affecting the semiconductor industry;

•	commencement of or developments relating to our involvement in litigation;

•	investor perceptions of us and our business strategies;

•	changes in securities analysts’ expectations or our failure to meet those expectations;

•	actions by institutional or other large stockholders;

•	terrorist acts or acts of war;

•	epidemics and pandemics, such as the COVID-19 pandemic;

•	trading activity in our common stock, including short positions;

•	actual or anticipated manufacturing capacity limitations;

•	developments with respect to intellectual property rights;

•	introduction of new products by us or our competitors;

•	our sale of common stock or other securities in the future;

•	conditions and trends in technology industries;

•	our loss of key customers;

•	changes in market valuation or earnings of our competitors;

•	any mergers, acquisitions or divestitures of assets undertaken by us;

•	government debt default;

•	changes in corporate tax laws;

•	government policies and regulations on international trade policies and restrictions, including tariffs on imports of foreign goods;

•	export controls, trade and economic sanctions and regulations, and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets, particularly in China;

•	our ability to obtain governmental licenses and approvals for international trading activities or technology transfers, including export licenses;