Skyworks Solutions (SWKS) 10-K risk factor changes: FY2020 vs FY2019

You should carefully consider the risks described [removed: below] [added: below, some of which have manifested and any of which may occur] in [added: the future, in] addition to the other information contained in this report before making an investment decision with respect to any of our securities.

Our business, [removed: financial condition or] results of [removed: operations] [added: operations, and financial condition] could be materially [added: and adversely] impacted by any of these [removed: risks.][added: risks, which could in turn adversely affect our stock price.]

Additional risks not currently known to us or other factors not perceived by us [removed: to] [added: as material risks could also] present significant risks to our [removed: business at this time may impair our business operations, financial condition, or results of operations.][added: business.]

[removed: We operate in the highly cyclical] [added: The] semiconductor [removed: industry, which] [added: industry] is [added: highly cyclical and] subject to significant downturns.

Uncertainty and economic weakness could result in a market contraction and, as a result, our business, [removed: financial condition and] results of [removed: operations] [added: operations, and financial condition] would likely be materially and adversely affected.

Furthermore, downturns in the semiconductor industry may be prolonged, and any extended delay or failure of the market to recover from an economic downturn would materially and adversely [removed: affect] [added: impact] our business, [removed: financial condition, and] results of [removed: operations beyond] [added: operations, and financial condition, which could adversely affect] our [removed: current fiscal year.][added: stock price.]

[removed: | • |] [added: -] changes in end-user demand for the products manufactured and sold by our customers, [removed: |]

[removed: | • |] [added: -] the effects of competitive pricing pressures, including decreases in average selling prices of our products, [removed: |]

[removed: | • |] [added: -] production capacity levels and fluctuations in manufacturing yields, [removed: |]

[removed: | • |] [added: -] availability and cost of materials and services from our suppliers, [removed: |]

[removed: | • |] [added: -] the gain or loss of significant customers, [removed: |]

[removed: | • |] [added: -] our ability to develop, [removed: introduce] [added: introduce,] and market new products and technologies on a timely basis, [removed: |]

[removed: | • |] [added: -] new product and technology introductions by competitors, [removed: |]

[removed: | • |] [added: -] delays in the adoption of standards by standard-setting bodies and delays in the commercial deployment [added: or consumer adoption] of certain [removed: technologies (including, but not limited to, 5G), |][added: technologies,]

[removed: | • |] [added: -] actions by government regulators to restrict or delay the availability of sufficient spectrum for wireless technologies, including technologies that utilize unlicensed spectrum and/or shared spectrum, [removed: |]

[removed: | • |] [added: -] changes in consumers’ rates of replacement of smartphones and other devices that utilize our products, [removed: |]

[removed: | • |] [added: -] increasing industry consolidation among our competitors, [removed: |]

[removed: | • |] [added: -] changes in the mix of products produced and sold, [removed: |][added: and]

[removed: | • |] [added: -] market acceptance of our products and our customer’s products (including, but not limited to, market acceptance of [removed: 5G products), and |][added: new, emerging technologies),]

[removed: | • |] [added: -] intellectual property disputes, including those concerning payments associated with the licensing and/or sale of intellectual property, and related remedies (e.g., monetary damages, injunctions, or exclusion orders affecting our or our customers’ products). [removed: |]

We employ certain methods, assumptions, estimates, and other subjective judgments in order to apply our accounting policies and to project future performance, [added: and such] projections [removed: which] may be publicly disclosed from time to time.

Changes to such methods, assumptions, estimates, and judgments, combined with other factors that are difficult to forecast, including the factors listed above, could materially and adversely affect our quarterly or annual operating results and could produce actual operating results that differ significantly from [added: previous estimates and projections.]

If we lost one or more of these major customers, or if one or more major customers significantly decreased its orders for our products, our [removed: business] [added: business, results of operations, and financial condition] could be materially and adversely [removed: affected.][added: impacted, which could adversely affect our stock price.]

In each of fiscal [removed: 2019] [added: 2020, fiscal 2019,] and fiscal 2018, one customer accounted for greater than ten percent of our net revenue.

For further discussion see [removed: [Note 15](#sD38EFE386C575F159B540359D917F6FF)] [added: Note 14] to Item 8 of this Annual Report on Form 10-K.

The trading price of our common stock has [added: fluctuated] and may continue to fluctuate significantly.

[removed: | • |] [added: -] the volatility of the financial markets, [removed: |]

[removed: | • |] [added: -] uncertainty regarding the prospects of the domestic and foreign economies, [removed: |]

[removed: | • |] [added: -] instability in global credit and financial markets, [removed: |]

[removed: | • |] [added: -] our performance and prospects, [removed: |]

[removed: | • |] [added: -] the performance and prospects of our major customers and competitors, [removed: |]

[removed: | • |] [added: -] our revenue concentrations with relatively few customers, [removed: |]

[removed: | • |] [added: -] the depth and liquidity of the market for our common stock, [removed: |]

[removed: | • |] [added: -] investor perception of us and the industry in which we operate, [removed: |]

[removed: | • |] [added: -] changes in earnings estimates, price targets, or buy/sell recommendations by analysts, [removed: |]

[removed: | • |] [added: -] domestic and international political conditions, [removed: |]

[removed: | • |] [added: -] domestic and international tax, fiscal, and trade policy decisions, and [removed: |]

[removed: | • |] [added: -] our ability to successfully identify, acquire, and integrate acquisition candidates. [removed: |]

This volatility has affected, and could significantly and negatively [removed: affect,] [added: affect in] the [added: future, the] market prices of securities of many technology companies, particularly the market price of our common stock.

[removed: Our company has] [added: We have] been, and in the future may be, the subject of commentary by financial news media.

Risks associated with operating a global business in many international jurisdictions

The effects of the global COVID-19 pandemic are adversely affecting our business operations.

The ongoing global COVID-19 pandemic—including both the resulting public health crisis as well as the measures being taken by governments, businesses, and individuals in an effort to limit COVID-19’s spread—has adversely affected, and continues to adversely affect, our business operations.

The impacts of the COVID-19 pandemic on our business operations and workforce, and the duration of such impacts, are uncertain, constantly evolving, and difficult to quantify, but have thus far included, or in the future may include, the following:

- We have experienced large fluctuations in the demand for our products, including a significant decrease in overall demand in the initial stages of the pandemic followed more recently by substantial increases in demand for certain of our products.

We may experience continued large fluctuations in demand or a reduction in the pricing of our products, either of which could be exacerbated by a continued or deepening global economic downturn or recession caused by the ongoing COVID-19 pandemic.

- In April 2020, we suspended our operations in Mexicali, Mexico, for approximately two weeks pursuant to an order by the government of the state of Baja California, Mexico, resulting in the temporary reduction in our production levels.

In the event that our manufacturing operations in Mexicali become subject to significant restrictions or are suspended again, or in the event that one or more of our other facilities is forced to suspend or limit its activities, including, but not limited to, as a result of such operations or activities not being considered to be an “essential” business under applicable laws, regulations, or orders (including “shelter at home” orders or other quarantine-related orders), we may experience further reductions in production levels, which would limit our ability to meet customer demand and impact our operating results.

- We have implemented certain measures at our facilities worldwide in an effort to protect our employees’ health and well-being (including social distancing, allowing many employees to work remotely, limiting the number of employees attending meetings, screening employees and visitors when entering facilities, educating employees about the virus and preventative measures, enhancing cleaning protocols, and suspending employee travel), some of which have reduced the overall efficiency of our operations and increased manufacturing costs.

The expected duration of such protective measures remains uncertain, and we may be required to implement additional measures in the future, further impacting our business operations.

- We have experienced, and may continue to experience, reduced production capacity as a result of employee quarantines, absenteeism, and attrition, as well as restrictions on certain of our employees’ ability to work.

Additionally, we may experience negative impacts to our sales, marketing, research and development, and other critical business functions for similar reasons.

- Given the difficulty of forecasting demand and supply needs, and given that our suppliers are facing similar challenges as a result of the pandemic, we have experienced, and may continue to experience, disruptions to our supply chain in connection with the sourcing of materials, components, equipment, assembly and test services, engineering support, and other services.

- We have experienced, and may continue to experience, disruptions to global transportation networks, limiting or delaying our ability, and/or increasing our cost, to send or receive products and materials at one or more of our facilities, including as a result of trade restrictions, border closures, or disruptions in the operations of third-party carriers.

- Significant portions of our sales are concentrated among a limited number of customers.

We may experience negative impacts to our business operations if one or more of these major customers were to significantly decrease its orders for our products due to disruptions to its business operations or other pandemic-related issues.

- Our business operations, as well as the business operations of our customers, suppliers, and other third-party service providers, are subject to frequent and unpredictable changes in the political, regulatory, legal, or economic conditions in the jurisdictions in which they operate.

- The deterioration of worldwide credit and financial markets could limit the ability of our customers to pay for product purchases in a timely manner, or at all.

- In the event we are unable to fulfill our contractual obligations, lawsuits may be threatened or filed against us by customers or other third parties.

In addition, force majeure clauses in our contracts could limit our ability to pursue remedies for certain third-party disruptions and delays.

The resumption of normal business operations after any such interruptions may be delayed or constrained by lingering effects of COVID-19 on our customers, suppliers, and other third-party service providers.

There can be no assurance that any decrease in sales resulting from COVID-19 will be offset by increased sales in subsequent periods.

The degree to which COVID-19 impacts us will depend on future developments that are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain COVID-19 or treat its impact, the timing and magnitude of the U.S. government’s economic stimulus efforts, and how quickly and to what extent normal economic and operating conditions resume.

Even after the COVID-19 pandemic has subsided as a public health matter, we may experience material adverse impacts to our business as a result of its adverse impact on the global economy.

The risks of doing business internationally apply to all aspects of our operations.

- difficulty in engaging distribution partners or obtaining sales or other business support in certain jurisdictions,

Enforcement of existing laws or agreements may be inconsistent, and the potential issuance of new laws and regulations creates uncertainty.

During fiscal 2020, the addition of other entities to the Entity List (with the prospect of more entities to be added in the future), together with changes to rules regarding the shipment of foreign direct products, again resulted in the suspension of shipments to Huawei.

In the absence of further changes to applicable export laws and regulations, we will only be able to sell our products to Huawei and potentially other companies named on the Entity List pursuant to limited export licenses from the U.S. Department of Commerce.

On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the “Tax Reform Act”), which significantly reformed the U.S. Internal Revenue Code of 1986, as amended, and has had, and may continue to have, a significant impact on our operations.

It is also possible that Congress will enact legislation in connection with the COVID-19 pandemic in addition to the Families First Coronavirus Response Act and the Coronavirus Aid, Relief, and Economic Security Act enacted in March 2020, some of which could have an impact on our operations.

In addition, it is uncertain if and to what extent various states will conform to the Tax Reform Act or other changes to tax law.

Future changes in tax laws, regulations, and treaties, or the interpretation thereof, in addition to initiatives related to the Base Erosion and Profit Shifting Project of the Organisation for Economic Co-Operation and Development; the European Commission’s “state aid” investigations; and other developments could have an adverse effect on the taxation of international businesses, including our own.

Furthermore, countries where we are subject to taxes, including the United States, evaluate their tax policies and rules on a regular basis, and we may see significant changes in legislation and regulations concerning taxation (including as a result of any changes proposed during the next U.S. presidential administration).

We are unable to predict what tax changes may be enacted in the future or what effect such changes would have on our business, but such changes could affect our effective tax rates in countries where we have operations and could have an adverse effect on our overall tax position in the future, along with increasing the complexity, burden, and cost of tax compliance.

Risks associated with the development, manufacturing, and sale of our products

- delays in the widespread deployment of commercial 5G networks or in consumer adoption of 5G-enabled devices,

We rely on a small number of customers for a large portion of our sales.

Also,

Our manufacturing processes are extremely complex, specialized, and subject to disruption.

The risks and uncertainties described below are not the only ones we face.

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previous estimates and projections.

Our reliance on a small number of customers for a large portion of our sales could have a material adverse effect on the results of our operations.

In fiscal 2017, three customers each accounted for ten percent or greater of our net revenue.

Such volatility could materially and adversely affect the market price of our common stock in future periods.

Also, achieving a design win with a customer does not ensure that we will receive revenue from that customer.

Our international

| • | difficulty in obtaining distribution and support, |

| • | restrictions on our ability to repatriate foreign earnings and/or funds and the unfavorable tax impactions related to the same. |

We are particularly exposed to risks of doing business in China.

Enforcement of existing laws or agreements may be inconsistent.

Remaining competitive in the semiconductor industry depends upon our ability to develop new products, reduce costs in a timely manner, transition to smaller geometry process technologies, and achieve higher levels of design integration.

from our third-party suppliers.

Our business and operations could suffer in the event of information technology security breaches.

If we are not successful in protecting our intellectual property rights, our ability to compete successfully may be materially and adversely affected.

If licenses to such technology are not available on commercially reasonable terms and conditions or at all, and we cannot otherwise acquire or integrate such technology, our products or our customers’ products could become unmarketable or obsolete, and we could lose market share.

The tax legislation (the “Tax Reform Act”), enacted by the United States in December 2017, included several changes to U.S. tax laws that have had, and will continue to have, a significant impact on our operations, including a reduction in the U.S. corporate tax rate, base-erosion prevention measures on earnings of our non-U.S. subsidiaries, and a one-time mandatory deemed repatriation tax on earnings of certain foreign jurisdictions.

In addition, any strategic investments and acquisitions that we may make to help us grow our business may require additional capital resources.

In addition to historical information, the following [removed: discussion* *contains] [added: discussion contains] forward-looking statements that are subject to risks [removed: and* *uncertainties.][added: and uncertainties.]

Actual results may differ substantially and adversely from [removed: those* *referred] [added: those referred] to herein due to a number of factors, including, but not limited [removed: to,* *those] [added: to, those] described below and in Item 1A [removed: “*[*Risk Factors*](#sF8930A0C1A5A591F80290F080BCCDA40)*”] [added: “Risk Factors”] and elsewhere in this Annual Report on Form 10-K.*

Our highly innovative analog semiconductors are connecting people, places, and things spanning a number of new and previously unimagined applications within the aerospace, automotive, broadband, cellular infrastructure, connected home, [added: entertainment and gaming,] industrial, medical, military, smartphone, [removed: tablet] [added: tablet,] and wearable markets.

Our key customers include Amazon, Apple, Arris, Bose, Cisco, DJI, Ericsson, Foxconn, Garmin, Gemalto (a Thales company), General Electric, [added: Fibocom,] Google, Honeywell, [removed: HTC,] Huawei, Itron, Lenovo, LG Electronics, Microsoft, Motorola, Netgear, Northrop Grumman, OPPO, Rockwell Collins, Samsung, Sierra Wireless, Sonos, Technicolor, VIVO, [removed: Xiaomi] [added: Xiaomi,] and ZTE.

[removed: FISCAL YEARS ENDED SEPTEMBER] [added: Fiscal Years Ended October 2, 2020, September] 27, [removed: 2019, SEPTEMBER] [added: 2019, and September] 28, [removed: 2018, AND SEPTEMBER 29, 2017.][added: 2018.]

The [added: following] table [removed: below] sets forth the results of our operations expressed as a percentage of net revenue.

See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September [removed: 28, 2018,] [added: 27, 2019,] filed with the SEC on November [removed: 15, 2018,] [added: 14, 2019,] as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January [removed: 25, 2019] [added: 27, 2020] (the [removed: “2018] [added: “2019] 10-K”), for Management’s Discussions and Analysis of Financial Condition and Results of Operations for the fiscal year ended September [removed: 29, 2017.][added: 28, 2018.]

| | [added: | | October 2, 2020 | | | | | |] September 27, 2019 | | | [removed: September 28, 2018] | | | September [removed: 29, 2017] [added: 28, 2018] | | [added: |]

| Net revenue | [added: | |] 100.0 | [added: |] % | | [added: | |] 100.0 | [added: |] % | | [added: | |] 100.0 | [added: |] % |

| Cost of goods sold | [added: | | 51.9 | | | | | |] 52.5 | | | [removed: 49.6] | | | 49.6 | | [added: |]

| Gross profit | [added: | | 48.1 | | | | | |] 47.5 | | | [removed: 50.4] | | | 50.4 | | [added: |]

| Operating expenses: | | | | | | | | | [added: | | | | | | | | |]

| Research and development | [added: | | 13.7 | | | | | |] 12.5 | | | [removed: 10.4] | | | [removed: 9.7] [added: 10.4] | | [added: |]

| Selling, [removed: general] [added: general,] and administrative | [added: | | 6.9 | | | | | |] 5.9 | | | [removed: 5.4] | | | [removed: 5.6] [added: 5.4] | | [added: |]

| Amortization of intangibles | [added: | | 0.4 | | | | | |] 0.7 | | | [removed: 0.5] | | | [removed: 0.8] [added: 0.5] | | [added: |]

| [removed: Restructuring] [added: Restructuring, impairment,] and other charges | [added: | | 0.4 | | | | | |] 0.2 | | | [removed: —] | | | — | | [added: |]

| Total operating expenses | [added: | | 21.5 | | | | | |] 19.3 | | | [removed: 16.3] | | | [removed: 16.1] [added: 16.3] | | [added: |]

| Operating income | [added: | | 26.6 | | | | | |] 28.2 | | | [removed: 34.1] | | | [removed: 34.3] [added: 34.1] | | [added: |]

| Other income (expense), net | [removed: 0.3] | | [added: —] | [added: | | | | |] 0.3 | | | [removed: 0.1] | | [added: | 0.3 | | |]

| Income before income taxes | [added: | | 26.6 | | | | | |] 28.5 | | | [removed: 34.4] | | | 34.4 | | [added: |]

| Provision for income taxes | [added: | | 2.3 | | | | | |] 3.2 | | | [removed: 10.7] | | | [removed: 6.7] [added: 10.7] | | [added: |]

| Net income | [removed: 25.3] | [added: | 24.3 | |] % | | [removed: 23.7] | [added: | 25.3 | |] % | | [removed: 27.7] | [added: | 23.7 | |] % |

During the fiscal year ended [removed: September 27, 2019,] [added: October 2, 2020,] the following key factors contributed to our overall results of operations, financial [removed: position] [added: position,] and cash flows:

[removed: | • | Our ending] [added: This decrease in] cash, cash equivalents and marketable securities [removed: balance increased 3.1% to $1,082.2 million in fiscal 2019 from $1,050.2 million in] [added: during] fiscal [removed: 2018. This increase] [added: 2020,] was primarily the result of [removed: a 8.5% increase in cash from operations to $1,367.4 million in fiscal 2019 from $1,260.6 million in fiscal 2018, partially offset by] the repurchase of [removed: 8.9] [added: 6.3] million shares of [removed: our] common stock for [removed: $657.6] [added: $647.5] million, capital expenditures of [removed: $398.4] [added: $389.4] million, and [added: dividend payments of $307.0 million, partially offset by] cash [removed: dividends] [added: generated from operations] of [removed: $273.9] [added: $1,204.5] million. [removed: |]

| | [added: | |] Fiscal Years Ended | | | | | | | | | | | [added: | | | |]

| | [removed: September 27, 2019] | | [added: October 2, 2020] | [added: | |] Change | [added: | |] September [removed: 28, 2018] [added: 27, 2019] | | | Change | [added: | |] September [removed: 29, 2017] [added: 28, 2018] | | |

| (dollars in millions) | | | | | | | | | | | | [added: | | | | | |]

| Net revenue | [added: | |] $ | [removed: 3,376.8] [added: 3,355.7] | | [removed: (12.7)%] [added: (0.6)%] | [added: | |] $ | [removed: 3,868.0] [added: 3,376.8] | | [removed: 5.9%] [added: (12.7)%] | [added: | |] $ | [removed: 3,651.4] [added: 3,868.0] | |

For information regarding net revenue by geographic region and customer concentration, see [removed: [Note 15](#sD38EFE386C575F159B540359D917F6FF)] [added: Note 14] to Item 8 of this Annual Report on Form 10-K.

| Gross profit | [added: | |] $ | [removed: 1,603.8] [added: 1,612.9] | | [removed: (17.8)%] [added: 0.6%] | [added: | |] $ | [removed: 1,950.7] [added: 1,603.8] | | [removed: 5.9%] [added: (17.8)%] | [added: | |] $ | [removed: 1,841.8] [added: 1,950.7] | |

| % of net revenue | [removed: 47.5] | | [added: 48.1 | |] % | | [removed: 50.4] | | [added: 47.5 | |] % | | [added: | |] 50.4 | | % |

The [removed: $346.9 million decrease] [added: increase] in gross profit in fiscal [removed: 2019,] [added: 2020,] as compared to fiscal [removed: 2018,] [added: 2019,] was primarily the result of [added: a favorable product mix, partially offset by] lower unit volumes and lower average selling [removed: prices with a gross profit impact of $546.5 million.][added: prices.]

[removed: In addition, we incurred a] [added: This one-time charge was less than the] $66.1 million inventory-related [added: one-time] charge [added: incurred in fiscal 2019,] due to lower expected demand as a result of Huawei being added to the Entity List.

As a result of these impacts, gross profit margin [removed: decreased] [added: increased] to [removed: 47.5%] [added: 48.1%] of net revenue for fiscal [removed: 2019] [added: 2020,] as compared to [removed: 50.4%] [added: 47.5%] in fiscal [removed: 2018.][added: 2019.]

| Research and development | [added: | |] $ | [removed: 424.1] [added: 464.1] | | [removed: 4.8%] [added: 9.4%] | [added: | |] $ | [removed: 404.5] [added: 424.1] | | [removed: 13.9%] [added: 4.8%] | [added: | |] $ | [removed: 355.2] [added: 404.5] | |

| % of net revenue | [removed: 12.5] | | [added: 13.8 | |] % | | [removed: 10.4] | | [added: 12.5 | |] % | | [removed: 9.7] | | [added: 10.4 | |] % |

The increase in research and development expense in fiscal [removed: 2019,] [added: 2020,] as compared to fiscal [removed: 2018,] [added: 2019,] was primarily related to an increase in employee-related [added: share-based] compensation expense [removed: and product development-related expenses.][added: due to higher performance achievement with respect to performance stock awards.]

[removed: SELLING, GENERAL AND ADMINISTRATIVE][added: Selling, General, and Administrative]

| Selling, [removed: general] [added: general,] and administrative | [added: | |] $ | [removed: 198.3] [added: 231.4] | | [removed: (4.6)%] [added: 16.7%] | [added: | |] $ | [removed: 207.8] [added: 198.3] | | [removed: 1.6%] [added: (4.6)%] | [added: | |] $ | [removed: 204.6] [added: 207.8] | |

| % of net revenue | [removed: 5.9] | | [added: 6.9 | |] % | | [removed: 5.4] | | [added: 5.9 | |] % | | [removed: 5.6] | | [added: 5.4 | |] % |

Impact of COVID-19

The COVID-19 pandemic and the resulting economic downturn are affecting business conditions in our industry.

Overall demand for our products has decreased as a result of the pandemic, which impacted our operating results for fiscal 2020.

The duration, severity, and future impact of the pandemic continue to be highly uncertain and could still result in significant disruptions to our business operations, including our supply chain, as well as negative impacts to our financial condition.

As a result of the temporary suspension of our operations in Mexicali, Mexico, for approximately two weeks in April 2020, we incurred a $23.4 million production utilization charge, as described below.

A renewed suspension of our operations in Mexicali, or a continued reduction in our production capacity due to employee quarantines, employee absenteeism, and restrictions on certain of our employees’ ability to work, would negatively impact our future operating results.

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- Net revenue decreased 0.6% to $3,355.7 million, as compared to fiscal 2019.

This decrease in revenue was driven primarily by reduced demand resulting from Huawei continuing to remain on the Entity List.

Additionally, demand for our products was negatively impacted by the ongoing COVID-19 pandemic.

These decreases in revenue were partially offset by an increase in demand for our new 5G solutions being deployed across a growing set of customers.

- Our ending cash, cash equivalents and marketable securities balance decreased 9.5% to $980.0 million in fiscal 2020 from $1,082.2 million in fiscal 2019.

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The decrease in net revenue in fiscal 2020, as compared to fiscal 2019, was driven by reduced demand resulting from Huawei continuing to remain on the Entity List as well as the ongoing COVID-19 pandemic, partially offset by an increase in demand for our new 5G solutions being deployed across a growing set of customers.

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| | | | Fiscal Years Ended | | | | | | | | | | | | | | |

| | | | October 2, 2020 | | | Change | | | September 27, 2019 | | | Change | | | September 28, 2018 | | |

| (dollars in millions) | | | | | | | | | | | | | | | | | |

In addition, there was a $23.4 million production utilization charge in fiscal 2020, due to the temporary suspension of our operations in Mexicali in the government's effort to contain the COVID-19 pandemic.

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| | | | Fiscal Years Ended | | | | | | | | | | | | | | |

| | | | October 2, 2020 | | | Change | | | September 27, 2019 | | | Change | | | September 28, 2018 | | |

| (dollars in millions) | | | | | | | | | | | | | | | | | |

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| | | | Fiscal Years Ended | | | | | | | | | | | | | | |

| | | | October 2, 2020 | | | Change | | | September 27, 2019 | | | Change | | | September 28, 2018 | | |

| (dollars in millions) | | | | | | | | | | | | | | | | | |

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| | | | Fiscal Years Ended | | | | | | | | | | | | | | |

| | | | October 2, 2020 | | | Change | | | September 27, 2019 | | | Change | | | September 28, 2018 | | |

| (dollars in millions) | | | | | | | | | | | | | | | | | |

The decrease in total amortization expense for fiscal 2020, as compared to fiscal 2019, was primarily related to fully amortized intangible assets that were acquired in prior years.

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| • | Net revenue decreased 12.7% to $3,376.8 million, as compared to fiscal 2018. This decrease in revenue was primarily driven by weakness in smartphone demand and Huawei being added to the Entity List, partially offset by the increasing number of IoT applications, our expanding analog product portfolio supporting new vertical markets including automotive, consumer, industrial, infrastructure, medical, and military, and our success in capturing a higher share of the increasing radio frequency and analog content per device as smartphone models continue to evolve. |

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The $491.2 million decrease in net revenue in fiscal 2019, as compared to fiscal 2018, is primarily related to weakness in smartphone demand and Huawei being added to the Entity List, partially offset by the increasing number of IoT applications, our expanding analog product portfolio supporting new vertical markets including automotive, consumer, industrial, infrastructure, medical, and military, and our success in capturing a higher share of the increasing radio frequency and analog content per device as smartphone models continue to evolve.

These negative impacts were partially offset by favorable product mix that positively impacted gross profit by $265.7 million.

Research and development expense increased as a percentage of net revenue as a result of our increased investment in developing new technologies and products, as well as the decrease in net revenue.

Selling, general and administrative expenses increased as a percentage of net revenue primarily due to the decrease in net revenue.

| Amortization of intangibles, cost of goods sold | $ | 34.1 | | 305.4% | $ | 8.4 | | 100.0% | $ | — | |

| Amortization of intangibles, operating expense | 22.6 | | | 23.5% | 18.3 | | | (33.7)% | 27.6 | | |

The increase in amortization for fiscal 2019, as compared to fiscal 2018, was primarily due to amortization attributable to the Avnera acquisition completed in the fourth quarter of fiscal 2018.

We do not anticipate any further significant charges associated with these restructuring activities and the remaining cash payments related to these restructuring plans are not material.

Restructuring and other charges incurred in fiscal 2018 are related to charges on a leased facility.

The decrease in the effective tax rate for fiscal 2019, as compared to the 31.1% effective rate for fiscal 2018, was primarily due to the enactment of the 2017 Tax Reform Act including a one-time charge related to the mandatory deemed repatriation tax on foreign earnings and a one-time charge related to the revaluation of our deferred tax assets and liabilities.

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| Operating lease obligations | | 219.9 | | | | 26.7 | | | | 50.7 | | | | 44.8 | | | | 97.7 | | |

| Other commitments (2) | | 19.3 | | | | 8.6 | | | | 10.7 | | | | — | | | | — | | |

| Total | | $ | 554.7 | | | $ | 35.3 | | | $ | 99.6 | | | $ | 83.0 | | | $ | 336.8 | |

uncertainties because they require management to make assumptions and to apply judgment to estimate the value of future credits to customers for product returns, price protection and stock rotation for products sold to certain electronic component distributors.

*Goodwill and Long-Lived Assets.* We evaluate goodwill and long-lived assets for impairment annually on the first day of the fourth fiscal quarter and whenever events or circumstances arise that may indicate that the carrying value of the goodwill or other intangibles may not be recoverable.

Our impairment analysis contains uncertainties because it requires management to make assumptions and to apply judgment to items such as: determination of the reporting unit and asset groupings, estimated control premiums, discount rates, future cash flows, the profitability of future business strategies and useful lives.

*Share-Based Compensation*.

We have share-based compensation plans which include non-qualified stock options, restricted and performance share awards and units, as well as an employee stock purchase plan and other special share-based awards.

[Note 9](#s81762DA5F6EA5CB489129E0B2C247013) of Item 8 of this Annual Report on Form 10-K details our current share-based compensation programs.

We determine the fair value of our share-based compensation items with pricing models as of the date of grant using a number of subjective variables and assumptions including, but not limited to: our expected stock price volatility over the term of the award, correlation coefficients, risk-free rate, the expected life of the award, dividend yield, and estimated performance against metrics.

Compensation expense is recognized over the requisite service period of the underlying awards.

Management periodically evaluates these assumptions and updates share-based compensation expense accordingly.

*Loss Contingencies.* We record an estimate for loss contingencies such as a legal proceeding or claims if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss or range of loss can be reasonably estimated.

We disclose material loss contingencies if there is at least a reasonable possibility that a loss has been incurred.

Our loss contingency analysis contains uncertainties because it requires management to assess the degree of probability of an unfavorable outcome and to make a reasonable estimate of the amount of potential loss.

*Income Taxes.* We account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between tax and financial reporting.

We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Significant management judgment is required in developing our provision for income taxes, including the determination of deferred tax assets and liabilities and any valuation allowances that might be required against the deferred tax assets.

[removed: *Investment] [added: Investment] and Interest Rate [removed: Risk*][added: Risk]

Our exposure to interest rate and general market risks relates principally to our investment portfolio, which consists of cash and cash equivalents (money market funds and marketable securities purchased with less than ninety days until maturity) that total approximately [removed: $851.3] [added: $566.7] million and marketable securities (U.S. Treasury and government securities, corporate bonds and notes, [removed: municipal bonds, other government securities) that total approximately $203.3 million and $27.6 million within short-term and long-term marketable securities, respectively, as of September 27, 2019.]

Based on our results of operations for the fiscal year ended [removed: September 27, 2019,] [added: October 2, 2020,] a hypothetical reduction in the interest rates on our cash, cash equivalents, and other investments to zero would result in an immaterial reduction of interest income with a de minimis impact on income before taxes.

Given the low interest rate environment, the objectives of our investment activities, and the relatively low interest income generated from our cash, cash equivalents, and other investments, we do not believe that investment or interest rate risks [added: currently] pose material exposures to our [removed: current] business or results of operations.

[removed: *Foreign] [added: Foreign] Exchange Rate [removed: Risk*][added: Risk]

For the fiscal years ended [added: October 2, 2020,] September 27, 2019, [added: and] September 28, 2018, [removed: and September 29, 2017,] we had foreign exchange losses of [added: $5.9 million,] $6.2 million, [removed: $5.5 million] and [removed: $3.1] [added: $5.5] million, respectively.

For the fiscal year ended [removed: September 27, 2019,] [added: October 2, 2020,] we had no outstanding foreign currency forward or option contracts with financial institutions.

municipal bonds) that total approximately $408.1 million and $5.2 million within short-term and long-term marketable securities, respectively, as of October 2, 2020.

The Company’s highly innovative analog semiconductors are connecting people, places, and things, spanning a number of new and previously unimagined applications within the aerospace, automotive, broadband, cellular infrastructure, connected home, [added: entertainment and gaming,] industrial, medical, military, smartphone, [removed: tablet] [added: tablet,] and wearable markets.

Our key customers include Amazon, Apple, Arris, Bose, Cisco, DJI, Ericsson, Foxconn, Garmin, Gemalto (a Thales company), General Electric, [added: Fibocom,] Google, Honeywell, [removed: HTC,] Huawei, Itron, Lenovo, LG Electronics, Microsoft, Motorola, Netgear, Northrop Grumman, OPPO, Rockwell Collins, Samsung, Sierra Wireless, Sonos, Technicolor, VIVO, [removed: Xiaomi] [added: Xiaomi,] and ZTE.

Our competitors include Analog Devices, Broadcom, Cirrus Logic, Maxim Integrated Products, Murata Manufacturing, NXP Semiconductors, [removed: Qorvo] [added: Qorvo,] and Qualcomm.

With our global sales channels, strong customer relationships and operational scale, we are leveraging Avnera’s innovative product portfolio and systems expertise to increase our footprint in automotive, industrial, home automation, [removed: enterprise] [added: enterprise,] and high-end consumer markets.

5G is dramatically altering the world, creating [removed: an ecosystem where everyone is connected to everything, all the time—changing] [added: a market for diverse and transformative applications, and changing] how individuals live, work, play, and learn.

Skyworks is enabling these opportunities with highly customized system solutions supporting a broad set of wireless protocols including cellular LTE, Wi-Fi, Bluetooth®, LoRa®, [removed: Thread,] [added: Thread] and Zigbee®.

Looking forward, we see [removed: a market that presents a] significant growth opportunity for our industry and for Skyworks.

[removed: According] [added: The transition from 4G] to [added: 5G has just started, and according to] a June [removed: 2019] [added: 2020] Ericsson “Mobility Report,” there are expected to be [removed: 1.9] [added: 2.8] billion mobile 5G subscriptions globally by the end of [removed: 2024 driven by “rapid early momentum and enthusiasm” in the global market.][added: 2025.]

[removed: Meeting these design challenges requires broad competencies including] signal transmission and conditioning, the ability to ensure seamless hand-offs between multiple standards, power management, voltage regulation, battery charging, advanced filtering, and tuning.

We have a rich heritage in analog systems design and have spent [removed: the last decade] [added: years] investing in key technologies and resources.

Our strength is underpinned by world-class performance and scale across a broad array of capabilities that include advanced TC-SAW and BAW filters, an expanded family of MIMO, ultra-high band, and diversity receive modules and expanding into emerging [removed: technologies including millimeter wave.][added: technologies.]

[removed: Industry-Leading Technology][added: *Industry-Leading Technology*]

Our product portfolio is reinforced by a library of approximately [removed: 3,500] [added: 3,950] worldwide patents and other intellectual property that we own and control.

[removed: Customer Relationships][added: *Customer Relationships*]

Our customers value our [added: global] supply [removed: chain strength,] [added: chain,] our innovative technology and our system engineering expertise, resulting in deep customer loyalty.

[removed: Diversification][added: *Diversification*]

We are diversifying our business in three areas: our addressed markets, our customer [removed: base] [added: base,] and our product offerings.

With the adoption of 5G and the opportunity to enable more applications, we are steadily growing our business beyond just mobile devices (where we support all top-tier manufacturers, including the leading smartphone suppliers and key baseband vendors) into additional high-performance analog markets, including automotive, home and factory automation, infrastructure, [added: aerospace and defense,] medical, smart [removed: energy] [added: energy,] and wireless networking.

In these markets we leverage our scale, intellectual [removed: property] [added: property,] and worldwide distribution network, which spans over 3,200 customers and over 2,500 analog components.

[removed: Delivering] [added: *Delivering] Operational [removed: Excellence][added: Excellence*]

We vertically integrate our supply chain where we can differentiate with highly specialized internal manufacturing [removed: capabilities,] [added: capabilities] or enter into alliances and strategic relationships for leading-edge technologies.

Our internal capacity utilization remains high, resulting in [removed: an increase of our] [added: stable] gross [removed: margin] [added: margins] and [removed: the] [added: strong] return on invested capital on a broader range of revenue.

[removed: Maintaining] [added: *Maintaining] a Performance-Driven [removed: Culture][added: Culture*]

We create key performance indicators that align employee efforts with corporate strategy and link responsibilities with performance [added: measurement.]

Accountability is [removed: paramount] [added: paramount,] and we compensate our employees through a pay-for-performance methodology.

[removed: Generating] [added: *Generating] Superior Operating Results and Shareholder [removed: Returns][added: Returns*]

[removed: | • |] [added: -] Amplifiers: the modules that strengthen the signal so that it has sufficient energy to reach a base station [removed: |]

[removed: | • |] [added: -] Antenna Tuners: aperture and impedance tuning products that improve antenna performance across frequencies [removed: |]

[removed: | • |] [added: -] Attenuators: circuits that allow a known source of power to be reduced by a predetermined factor (usually expressed as decibels) [removed: |]

[removed: | • |] [added: -] Circulators/Isolators: ferrite-based components commonly found on the output of high-power amplifiers used to protect receivers in wireless transmission systems [removed: |]

[removed: | • |] [added: -] Wireless ASoC: an intelligent 2.4 GHz and 5GHz wireless radio integrated circuit that includes all the analog and digital functions optimized for building [added: cognitive] wireless audio headsets, headphones, and wireless speaker systems [removed: |]

[removed: | • |] [added: -] DC/DC Converters: an electronic circuit which converts a source of direct current from one voltage level to another [removed: |]

[removed: | • |] [added: -] Demodulators: a device or an RF block used in receivers to extract the information that has been modulated onto a carrier or from the carrier itself [removed: |]

[removed: | • |] [added: -] Detectors: devices used to measure and control RF power in wireless systems [removed: |]

[removed: | • |] [added: -] Diodes: semiconductor devices that pass current in one direction only [removed: |]

[removed: | • |] [added: -] Directional Couplers: transmission coupling devices for separately sampling the forward or backward wave in a transmission line [removed: |]

[removed: | • |] [added: -] Diversity Receive Modules: devices used to improve receiver sensitivity in high data rate applications [removed: |]

[removed: | • |] [added: -] Filters: devices for recovering and separating mixed and modulated data in RF [removed: stages |][added: stages, including SAW, TC-SAW, and BAW filters]

[removed: | • |] [added: -] Front-end Modules: two or more functions co-packaged to optimize the performance, [removed: cost] [added: cost,] and application suitability in products, including intermediate or radio frequency signal paths [removed: |]

[removed: | • |] [added: -] Hybrid: a type of directional coupler used in radio and telecommunications [removed: |]

The COVID-19 pandemic has underscored the importance of our mission of connecting everyone and everything, all the time.

Work-from-home, remote healthcare, virtual education, and other social distancing trends, driven in part by the pandemic, have propelled an extraordinary need for faster speeds, increased bandwidth and capacity, significantly lower latency, and more reliable and secure wireless connectivity.

Most of the world’s largest economies now have functioning commercial 5G networks, and the world’s leading smartphone manufacturers have released 5G-enabled devices.

ABI Research IoT Market Tracker forecasts 117 billion IoT connections by 2026.

In addition, next-generation Wi-Fi 6 products are emerging as the standard offering across enterprise, carrier, and retail segments and are expected to accelerate the deployment of IoT devices.

ABI Research anticipates relatively swift adoption with 1.4 billion Wi-Fi 6E chipset shipments by 2025.

Meeting these design challenges requires broad competencies including

customer requirements, or may be able to devote greater resources to the development, promotion, and sale of their products than we can.

Government Regulations

We believe that our operations and facilities comply in all material respects with applicable environmental laws and worker health and safety laws.

Our efforts to comply with environmental laws and worker health and safety laws (including laws or regulations promulgated in response to the ongoing COVID-19 pandemic, as discussed below in Item 1A, Risk Factors) could have material impacts on our capital expenditures, competitive position, or financial condition, though the magnitude and duration of such impacts are uncertain and difficult to quantify.

We are also subject to import/export controls, tariffs, and other trade-related regulations and restrictions in the countries in which we have operations or otherwise do business.

These controls, tariffs, regulations, and restrictions (including those related

to, or affected by, United States-China relations, as discussed below in Item 1A, Risk Factors) have had, and we believe may continue to have, a material impact on our business, including our ability to sell products and to manufacture or source components.

Skyworks’ workforce consists of approximately 10,000 employees located around the world, more than 99% of whom are full-time employees.

As of October 2, 2020:

- Our workforce was distributed geographically approximately as follows: 61% in Mexico, 21% in the United States, 17% in Asia, 1% in Canada, and less than 1% in Europe.

- Our workforce was distributed by function approximately as follows: 51% in individual contributor manufacturing roles, 29% in engineering or technician roles, 10% in managerial roles, and 10% in professional or other administrative roles.

In managing our business, we focus on attracting and retaining employees by providing compensation and benefits packages that are competitive within the applicable market, taking into account the job position’s location and responsibilities.

Nearly all full-time employees across the globe are eligible to participate in one of the Company’s incentive plans, under which payments are tied to pre-established performance goals.

In addition, we believe that developing our employees’ skillsets and decision-making abilities—through challenging project assignments, formal training, mentorship, and recognition—is key not only to our employees’ job satisfaction and our retention efforts, but also to maintaining a strong leadership pipeline.

We are a Delaware corporation that was formed in 1962.

We changed our corporate name from Alpha Industries, Inc. to Skyworks Solutions, Inc. on June 25, 2002, following a business combination.

More importantly, 5G goes well beyond simply making the mobile communications experience better by increasing reliability, adding new features, and enhancing data rates.

It is creating a market for diverse and transformative applications driven by the ability to deliver greater speeds, bandwidth and capacity, significantly lower latency, and more secure connectivity.

In fact, 5G connections will approach ten to 100 times faster than 4G speeds.

To put this in perspective, downloading a full-length HD movie in 3G took one day; in 4G, the same file took minutes.

On a 5G network, this content can be downloaded in mere seconds.

5G will also enable increasingly efficient and safe vehicle communication, paving the way for autonomous vehicles as well as networks that could make wireless healthcare a reality.

IHS Markit Ltd. projects the IoT market to grow from an installed base of 15 billion units in 2015 to more than 75 billion units by 2025.

5G technology will also support the tens of billions of connected devices, smart objects, and embedded sensors expected to come online as the IoT becomes mainstream.

measurement.

| | |

| --- | --- |

In the fiscal year ended September 29, 2017 (“fiscal 2017”), three customers—Apple, Samsung Electronics (“Samsung”), and Huawei Technology Co., Ltd. (“Huawei”)—each constituted ten percent or more of our net revenue.

personnel and protection of our intellectual property.

ENVIRONMENTAL REGULATIONS

We believe that our current expenditures for environmental capital investment and remediation necessary to comply with present regulations governing environmental protection, and other expenditures for the resolution of environmental claims, will not have a material adverse effect on our liquidity and capital resources, competitive position or financial condition.

in December and the fourth fiscal quarter ending in September.

As of September 27, 2019, we employed approximately 9,000 employees world-wide.

The information set forth under [removed: [Note 11](#s739A64BE7B1256C586A37E51ADF50E74)] [added: Note 11] of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K is incorporated herein by reference.

[removed: FORM 10-K][added: FORM 10-K]

| ☑ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended September 27, 2019][added: ended October 2, 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission file [removed: number 001-05560][added: number 001-05560]

| Delaware | [added: | |] 04-2302115 | [added: | |]

| *(State or other jurisdiction of* *incorporation or organization)* | [added: | |] *(I.R.S. Employer Identification No.)* | [added: | |]

| *(Address of principal executive offices)* | | | [added: | | | | | |] *(Zip Code)* | | [added: | | | |]

| *(Registrant’s telephone number, including area code)* | | | | | [added: | | | | | | | | | |]

| Title of each class | | [added: | | | |] Trading [removed: Symbol] [added: Symbol(s)] | [added: | |] Name of each exchange on which registered | [added: | |]

| Common Stock, par value $0.25 per share | | [added: | | | |] SWKS | [added: | |] Nasdaq Global Select Market | [added: | |]

| Large accelerated filer | [added: | |] þ | [added: | |] Accelerated filer ☐ | [added: | |] Non-accelerated filer ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | [added: | |]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price of the registrant’s common stock as reported on the Nasdaq Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter March [removed: 29, 2019)] [added: 27, 2020)] was approximately [removed: $14.2] [added: $14.5] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of November [removed: 12, 2019,] [added: 11, 2020,] was [removed: 170,375,324.][added: 166,081,720.]

| Part of Form 10-K | | [added: | | | |] Documents from which portions are incorporated by reference | [added: | |]

| Part III | | [added: | | | |] Portions of the Registrant’s Proxy Statement relating to the Registrant’s [removed: 2020] [added: 2021] Annual Meeting of Stockholders (to be filed) are incorporated by reference into Items 10, 11, 12, [removed: 13] [added: 13,] and 14 of this Annual Report on Form 10-K. | [added: | |]

FOR THE YEAR ENDED [removed: SEPTEMBER 27, 2019][added: OCTOBER 2, 2020]

| | [added: | |] PAGE NO. | [added: | |]

| [removed: [PART I](#s3C83FC4B39835B3FA4725D310CA42115)] [added: PART I] | | [added: | | | |]

| [removed: [ITEM] [added: ITEM] 1: [removed: BUSINESS.](#sE20C464EEC875A078153F21CBB432E0C)] [added: BUSINESS.] | [removed: [5](#sE20C464EEC875A078153F21CBB432E0C)] | [added: | [5](#ie3b6af8d99c84f7185ec4f34bc7be6a1_16) | | |]

| [removed: [ITEM] [added: ITEM] 1A: RISK [removed: FACTORS.](#sF8930A0C1A5A591F80290F080BCCDA40)] [added: FACTORS.] | [removed: [10](#sF8930A0C1A5A591F80290F080BCCDA40)] | [added: | [11](#ie3b6af8d99c84f7185ec4f34bc7be6a1_1668) | | |]

| [removed: [ITEM] [added: ITEM] 1B: UNRESOLVED STAFF [removed: COMMENTS.](#sAF4B27737A1D5CCD908170A9FE2DBB6B)] [added: COMMENTS.] | [removed: [21](#sAF4B27737A1D5CCD908170A9FE2DBB6B)] | [added: | [25](#ie3b6af8d99c84f7185ec4f34bc7be6a1_22) | | |]

| [removed: [ITEM] [added: ITEM] 2: [removed: PROPERTIES.](#sD7CB92601A115CB5AFCBF1520D503E2D)] [added: PROPERTIES.] | [removed: [21](#sD7CB92601A115CB5AFCBF1520D503E2D)] | [added: | [25](#ie3b6af8d99c84f7185ec4f34bc7be6a1_25) | | |]

| [removed: [ITEM] [added: ITEM] 3: LEGAL [removed: PROCEEDINGS.](#s95164D4226535CAAA34449C45AC36DBA)] [added: PROCEEDINGS.] | [removed: [22](#s95164D4226535CAAA34449C45AC36DBA)] | [added: | [25](#ie3b6af8d99c84f7185ec4f34bc7be6a1_28) | | |]

| [removed: [ITEM] [added: ITEM] 4: MINE SAFETY [removed: DISCLOSURES](#s1666FADD6AF15AF4BAD02828C1EAB36E).] [added: DISCLOSURES.] | [removed: [22](#s1666FADD6AF15AF4BAD02828C1EAB36E)] | [added: | [25](#ie3b6af8d99c84f7185ec4f34bc7be6a1_31) | | |]

| [removed: [PART II](#s4FA2636EFCFA50A681B608BE6416BCF4)] [added: PART II] | | [added: | | | |]

| [removed: [ITEM] [added: ITEM] 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.](#s2027868C4D9F5A279FEF18214BEA8DBA)] [added: SECURITIES.] | [removed: [23](#s2027868C4D9F5A279FEF18214BEA8DBA)] | [added: | [25](#ie3b6af8d99c84f7185ec4f34bc7be6a1_37) | | |]

| [removed: [ITEM] [added: ITEM] 6: SELECTED FINANCIAL [removed: DATA.](#s4B881E42203A5F76A57EE7AD77A748F6)] [added: DATA.] | [removed: [24](#s4B881E42203A5F76A57EE7AD77A748F6)] | [added: | [27](#ie3b6af8d99c84f7185ec4f34bc7be6a1_40) | | |]

| [removed: [ITEM] [added: ITEM] 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.](#s5DC147E034B2527B91676ED4AC2C9658)] [added: OPERATIONS.] | [removed: [25](#s5DC147E034B2527B91676ED4AC2C9658)] | [added: | [28](#ie3b6af8d99c84f7185ec4f34bc7be6a1_43) | | |]

| [removed: [ITEM] [added: ITEM] 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK.](#s2FDDA5E34A83554FB0D6D30F5C65268E)] [added: RISK.] | [removed: [30](#s2FDDA5E34A83554FB0D6D30F5C65268E)] | [added: | [33](#ie3b6af8d99c84f7185ec4f34bc7be6a1_61) | | |]

| [added: ITEM 8: FINANCIAL] [ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#sAC0485BAE2825DF8B26C454B59214FD8)] [added: DATA.](#ie3b6af8d99c84f7185ec4f34bc7be6a1_64) AND SUPPLEMENTARY DATA.] | [removed: [32](#sAC0485BAE2825DF8B26C454B59214FD8)] | [added: | [35](#ie3b6af8d99c84f7185ec4f34bc7be6a1_64) | | |]

| [removed: [ITEM] [added: ITEM] 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE.](#s005EFAA7ABBF5471B43C33DA68437B71)] [added: DISCLOSURE.] | [removed: [59](#s005EFAA7ABBF5471B43C33DA68437B71)] | [added: | [62](#ie3b6af8d99c84f7185ec4f34bc7be6a1_154) | | |]

| [removed: [ITEM] [added: ITEM] 9A: CONTROLS AND [removed: PROCEDURES.](#s3EE3FDF35B6958D99F48D82565191554)] [added: PROCEDURES.] | [removed: [59](#s3EE3FDF35B6958D99F48D82565191554)] | [added: | [62](#ie3b6af8d99c84f7185ec4f34bc7be6a1_157) | | |]

| [removed: [ITEM] [added: ITEM] 9B: OTHER [removed: INFORMATION.](#sC7966B770A0158709EBE7D698CC5AA0C)] [added: INFORMATION.] | [removed: [60](#sC7966B770A0158709EBE7D698CC5AA0C)] | [added: | [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_160) | | |]

| [removed: [PART III](#sA955BE11062B5CE489AD5BB623A82023)] [added: PART III] | | [added: | | | |]

| [removed: [ITEM] [added: ITEM] 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE.](#sC239E56A2B7950CBA748F90B36E434B6)] [added: GOVERNANCE.] | [removed: [60](#sC239E56A2B7950CBA748F90B36E434B6)] | [added: | [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_166) | | |]

| [removed: [ITEM] [added: ITEM] 11: EXECUTIVE [removed: COMPENSATION.](#sF67E355507745551BDD39686BBB30027)] [added: COMPENSATION.] | [removed: [60](#sF67E355507745551BDD39686BBB30027)] | [added: | [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_169) | | |]

| [removed: [ITEM] [added: ITEM] 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS.](#s3D2A9A96EE0E577DA3933921DAB5064B)] [added: MATTERS.] | [removed: [60](#s3D2A9A96EE0E577DA3933921DAB5064B)] | [added: | [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_172) | | |]

| [removed: [ITEM] [added: ITEM] 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE.](#s560098283B40532E8D878CCA58873D20)] [added: INDEPENDENCE.] | [removed: [60](#s560098283B40532E8D878CCA58873D20)] | [added: | [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_175) | | |]

| [removed: [ITEM] [added: ITEM] 14: PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES.](#s7EA7B09591A15DD59BE789E71B9FB137)] [added: SERVICES.] | [removed: [60](#s7EA7B09591A15DD59BE789E71B9FB137)] | [added: | [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_178) | | |]

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| 5260 California Avenue | | | Irvine | | | California | | | 92617 | | | | | |

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| (949) | | | | | | | | | 231-3000 | | | | | |

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepares or issued its audit report.

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| 20 Sylvan Road, | Woburn | Massachusetts | 01801 | |

| (781) | | | 376-3000 | |

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| [SIGNATURES](#s4F4C68B582B85ECEABC40D1444F4CEE3) | [64](#s4F4C68B582B85ECEABC40D1444F4CEE3) |

For information regarding property, [removed: plant] [added: plant,] and equipment by geographic region for each of the last three fiscal years, see [removed: [Note 15](#sD38EFE386C575F159B540359D917F6FF)] [added: Note 14] to Item 8 of this Annual Report on Form 10-K.

| Location | | [added: | | | |] Owned/Leased | | [added: | | | |] Square Footage | | [added: | | | |] Primary Function | [added: | |]

| Mexicali, Mexico | | [added: | | | |] Owned | | [added: | | | |] 380,000 | | [added: | | | |] Manufacturing and office space | [added: | |]

| Woburn, Massachusetts | | [added: | | | |] Owned | | [added: | | | |] 158,000 | | [added: | | | |] Manufacturing and office space | [added: | |]

| Adamstown, Maryland | | [added: | | | |] Owned | | [added: | | | |] 121,200 | | [added: | | | |] Manufacturing and office space | [added: | |]

| Newbury Park, California | | [added: | | | |] Owned | | [added: | | | |] 111,600 | | [added: | | | |] Manufacturing and office space | [added: | |]

| Osaka, Japan | | [added: | | | |] Leased | | [added: | | | |] 405,300 | | [added: | | | |] Filter manufacturing | [added: | |]

| Singapore, Singapore | | [added: | | | |] Leased | | [removed: 298,800] | | [added: | | 282,200 | | | | | |] Filter manufacturing | [added: | |]

| Irvine, California | | [added: | | | |] Leased | | [added: | | | |] 218,500 | | [added: | | | |] Design center and office space | [added: | |]

| Mexicali, Mexico | | [added: | | | |] Leased | | [added: | | | |] 179,000 | | [added: | | | |] Manufacturing and office space | [added: | |]

| Newbury Park, California | | [added: | | | |] Leased | | [added: | | | |] 115,700 | | [added: | | | |] Design center | [added: | |]

| Kadoma, Japan | | [added: | | | |] Leased | | [added: | | | |] 97,300 | | [added: | | | |] Filter manufacturing and office space | [added: | |]

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| Ottawa, Ontario | | Leased | | 82,200 | | Design center |

| Hillsboro, Oregon | | Leased | | 59,500 | | Design center and office space |

| San Jose, California | | Leased | | 51,900 | | Design center and office space |

| Cedar Rapids, Iowa | | Leased | | 42,900 | | Design center |

| Andover, Massachusetts | | Leased | | 22,900 | | Design center |

| Seoul, Korea | | Leased | | 22,900 | | Design center |

| Basking Ridge, New Jersey | | Leased | | 21,800 | | Design center |

The number of stockholders of record of our common stock as of November [removed: 12, 2019,] [added: 2, 2020,] was [removed: 11,174.][added: 10,419.]

On November [removed: 12, 2019,] [added: 2, 2020,] the Company announced that the Board of Directors had declared a cash dividend of [removed: $0.44] [added: $0.50] per share of common stock, payable on December [removed: 24, 2019,] [added: 10, 2020,] to stockholders of record as of [removed: December 3, 2019.][added: November 19, 2020.]

The following table provides information regarding repurchases of common stock made during the fiscal quarter ended [removed: September 27, 2019:][added: October 2, 2020:]

| Period | [added: | |] Total Number of Shares Purchased | [added: | | | | |] Average Price Paid per Share | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | [removed: Maximum Number (or Approximate] [added: | | Approximate] Dollar [removed: Value)] [added: Value] of Shares that May Yet Be Purchased Under the Plans or Programs (1) | [added: | |]

(3) [removed: 772,437] [added: 627,437] shares were repurchased at an average price of [removed: $76.73] [added: $142.12] per share as part of our stock repurchase program, and [removed: 8,377] [added: 8,744] shares were repurchased by us at the fair market value of the common stock as of the applicable purchase date, in connection with the satisfaction of tax withholding obligations under equity award agreements with an average price of [removed: $76.33] [added: $146.09] per share.

(4) [removed: 1,160,559] [added: 1,025,231] shares were repurchased at an average price of [removed: $75.01] [added: $138.42] per share as part of our stock repurchase program, and [removed: 3,099] [added: 6,186] shares were repurchased by us at the fair market value of the common stock as of the applicable purchase date, in connection with the satisfaction of tax withholding obligations under equity award agreements with an average price of [removed: $74.95] [added: $142.76] per share.

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| 6/27/20-7/24/20 | | | 490 | | | (2) | | | $125.85 | | | — | | | $1.21 billion | | |

| 7/25/20-8/28/20 | | | 636,181 | | | (3) | | | $142.17 | | | 627,437 | | | $1.12 billion | | |

| 8/29/20-10/2/20 | | | 1,031,417 | | | (4) | | | $138.45 | | | 1,025,231 | | | $0.98 billion | | |

| | | | 1,668,088 | | | | | | | | | 1,652,668 | | | | | |

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| 6/29/19-7/26/19 | 1,277(2) | $81.69 | — | $1.77 billion |

| 7/27/19-8/23/19 | 780,814(3) | $76.72 | 772,437 | $1.71 billion |

| 8/24/19-9/27/19 | 1,163,658(4) | $75.00 | 1,160,559 | $1.63 billion |

| Total | 1,945,749 | | 1,932,996 | |

The information set forth below for the five years ended [removed: September 27, 2019,] [added: October 2, 2020,] is not necessarily indicative of results of future operations, and should be read in conjunction with Part II, Item 7, *Management’s Discussion and Analysis of Financial Condition and Results of Operations*, and our consolidated financial statements and related notes included in Part II, Item 8 of this Annual Report on Form 10-K to fully understand factors that may affect the comparability of the information presented below.

Fiscal 2019, 2018, 2017, [removed: 2016,] and [removed: 2015] [added: 2016] each consisted of 52 weeks and ended on September 27, 2019, September 28, 2018, September 29, 2017, [added: and] September 30, 2016, [removed: and October 2, 2015,] respectively.

| | [added: | |] Fiscal Years Ended | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| Statement of Operations Data: | [added: | | October 2, 2020 (1) | | | | | |] September 27, 2019 (1) | | | | [added: | |] September 28, 2018 (2) | | | | [added: | |] September 29, 2017 | | | | [added: | |] September 30, 2016 (3) | | | [removed: | October 2, 2015 | | |]

| Net revenue | [added: | |] $ | [removed: 3,376.8] [added: 3,355.7] | | | [added: | |] $ | [removed: 3,868.0] [added: 3,376.8] | | | [added: | |] $ | [removed: 3,651.4] [added: 3,868.0] | | | [added: | |] $ | [removed: 3,289.0] [added: 3,651.4] | | | [added: | |] $ | [removed: 3,258.4] [added: 3,289.0] | |

| Operating income | [added: | |] $ | [removed: 952.0] [added: 891.8] | | | [added: | |] $ | [removed: 1,319.3] [added: 952.0] | | | [added: | |] $ | [removed: 1,253.8] [added: 1,319.3] | | | [added: | |] $ | [removed: 1,118.7] [added: 1,253.8] | | | [added: | |] $ | [removed: 1,023.1] [added: 1,118.7] | |

| Operating margin | [removed: 28.2] | | [added: 26.6 | |] % | | [removed: 34.1] | | [added: 28.2 | |] % | | [removed: 34.3] | | [added: 34.1 | |] % | | [removed: 34.0] | | [added: 34.3 | |] % | | [removed: 31.4] | | [added: 34.0 | |] % |

| Net income | [added: | |] $ | [removed: 853.6] [added: 814.8] | | | [added: | |] $ | [removed: 918.4] [added: 853.6] | | | [added: | |] $ | [removed: 1,010.2] [added: 918.4] | | | [added: | |] $ | [removed: 995.2] [added: 1,010.2] | | | [added: | |] $ | [removed: 798.3] [added: 995.2] | |

| Earnings per share: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Basic | [added: | |] $ | [removed: 4.92] [added: 4.84] | | | [added: | |] $ | [removed: 5.06] [added: 4.92] | | | [added: | |] $ | [removed: 5.48] [added: 5.06] | | | [added: | |] $ | [removed: 5.27] [added: 5.48] | | | [added: | |] $ | [removed: 4.21] [added: 5.27] | |

| Diluted | [added: | |] $ | [removed: 4.89] [added: 4.80] | | | [added: | |] $ | [removed: 5.01] [added: 4.89] | | | [added: | |] $ | [removed: 5.41] [added: 5.01] | | | [added: | |] $ | [removed: 5.18] [added: 5.41] | | | [added: | |] $ | [removed: 4.10] [added: 5.18] | |

| Cash dividends declared per share | [added: | |] $ | [removed: 1.58] [added: 1.82] | | | [added: | |] $ | [removed: 1.34] [added: 1.58] | | | [added: | |] $ | [removed: 1.16] [added: 1.34] | | | [added: | |] $ | [removed: 1.06] [added: 1.16] | | | [added: | |] $ | [removed: 0.65] [added: 1.06] | |

| Balance Sheet Data: | [added: | | October 2, 2020 | | | | | |] September 27, 2019 | | | | [added: | |] September 28, 2018 | | | | [added: | |] September 29, 2017 | | | | [added: | |] September 30, 2016 | | | [removed: | October 2, 2015 | | |]

| Working capital | [added: | |] $ | [removed: 1,860.6] [added: 1,869.2] | | | [added: | |] $ | [removed: 1,872.5] [added: 1,860.6] | | | [added: | |] $ | [removed: 2,245.8] [added: 1,872.5] | | | [added: | |] $ | [removed: 1,791.9] [added: 2,245.8] | | | [added: | |] $ | [removed: 1,450.8] [added: 1,791.9] | |

| Property, [removed: plant] [added: plant,] and equipment, net | [added: | |] $ | [removed: 1,205.6] [added: 1,249.5] | | | [added: | |] $ | [removed: 1,140.9] [added: 1,205.6] | | | [added: | |] $ | [removed: 882.3] [added: 1,140.9] | | | [added: | |] $ | [removed: 806.3] [added: 882.3] | | | [added: | |] $ | [removed: 826.4] [added: 806.3] | |

| Total assets | [added: | |] $ | [removed: 4,839.6] [added: 5,106.7] | | | [added: | |] $ | [removed: 4,828.9] [added: 4,839.6] | | | [added: | |] $ | [removed: 4,573.6] [added: 4,828.9] | | | [added: | |] $ | [removed: 3,855.4] [added: 4,573.6] | | | [added: | |] $ | [removed: 3,719.4] [added: 3,855.4] | |

| Stockholders’ equity | [added: | |] $ | [removed: 4,122.3] [added: 4,164.2] | | | [added: | |] $ | [removed: 4,097.0] [added: 4,122.3] | | | [added: | |] $ | [removed: 4,065.7] [added: 4,097.0] | | | [added: | |] $ | [removed: 3,541.4] [added: 4,065.7] | | | [added: | |] $ | [removed: 3,159.2] [added: 3,541.4] | |

(1) Fiscal [added: 2020 and fiscal] 2019 net revenue, net income, and earnings per share were adversely impacted as a result of the U.S. Bureau of Industry and Security of the U.S. Department of Commerce placing Huawei [removed: and certain of its affiliates] on the [removed: Bureau’s] Entity List [removed: (the “Entity List”)] in May 2019.

Fiscal 2020 consisted of 53 weeks and ended on October 2, 2020.

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| (1) | [removed: [Report] [added: | | Report] of Independent Registered Public Accounting [removed: Firm](#sA72E2E9684C35B3E8BA6F3DF807D7B9C)] [added: Firm] | [added: | |] Page [removed: [33](#sA72E2E9684C35B3E8BA6F3DF807D7B9C)] [added: [36](#ie3b6af8d99c84f7185ec4f34bc7be6a1_67)] | [added: | |]

| (2) | [added: | |] [Consolidated Statements of Operations for the three years ended [removed: September 27, 2019](#sF5797D1334995F7CBB37D3A0B7198D82)] [added: October 2, 2020](#ie3b6af8d99c84f7185ec4f34bc7be6a1_70)] | [added: | |] Page [removed: [35](#sF5797D1334995F7CBB37D3A0B7198D82)] [added: [38](#ie3b6af8d99c84f7185ec4f34bc7be6a1_70)] | [added: | |]

| (3) | [added: | |] [Consolidated Statements of Comprehensive Income for the three years ended [removed: September 27, 2019](#s25669B8FAE765B609290E3C6C83874D8)] [added: October 2, 2020](#ie3b6af8d99c84f7185ec4f34bc7be6a1_73)] | [added: | |] Page [removed: [36](#s25669B8FAE765B609290E3C6C83874D8)] [added: [39](#ie3b6af8d99c84f7185ec4f34bc7be6a1_73)] | [added: | |]

| (4) | [added: | |] [Consolidated Balance Sheets at [removed: September 27, 2019,] [added: October 2, 2020,] and September [removed: 28, 2018](#s9587151A8B9B5D2A85DB2AC2A3667EFA)] [added: 27, 2019](#ie3b6af8d99c84f7185ec4f34bc7be6a1_76)] | [added: | |] Page [removed: [37](#s9587151A8B9B5D2A85DB2AC2A3667EFA)] [added: [40](#ie3b6af8d99c84f7185ec4f34bc7be6a1_76)] | [added: | |]

| (5) | [added: | |] [Consolidated Statements of Cash Flows for the three years ended [removed: September 27, 2019](#s01CFC479576B5511A7DCD8056A94F32B)] [added: October 2, 2020](#ie3b6af8d99c84f7185ec4f34bc7be6a1_82)] | [added: | |] Page [removed: [38](#s01CFC479576B5511A7DCD8056A94F32B)] [added: [41](#ie3b6af8d99c84f7185ec4f34bc7be6a1_82)] | [added: | |]

| (6) | [added: | |] [Consolidated Statements of Stockholders’ Equity for the three years ended [removed: September 27, 2019](#s7215CF68D32D592A85B32993306773D4)] [added: October 2, 2020](#ie3b6af8d99c84f7185ec4f34bc7be6a1_85)] | [removed: Page [39](#s7215CF68D32D592A85B32993306773D4)] | [added: | Page[42](#ie3b6af8d99c84f7185ec4f34bc7be6a1_85) | | |]

| (7) | [removed: [Notes] [added: | | Notes] to Consolidated Financial [removed: Statements](#sBCAA503586C75579B8D62BD65BD83FF8)] [added: Statements] | [added: | |] Page [removed: [40](#sBCAA503586C75579B8D62BD65BD83FF8)] [added: [43](#ie3b6af8d99c84f7185ec4f34bc7be6a1_88)] through [removed: [57](#sEF07D26D464658DE9BA19DA3C2BC236C)] [added: [60](#ie3b6af8d99c84f7185ec4f34bc7be6a1_151)] | [added: | |]

We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries (the Company) as of [removed: September 27, 2019] [added: October 2, 2020] and September [removed: 28, 2018,] [added: 27, 2019,] the related consolidated statements of operations, comprehensive income, cash [removed: flows] [added: flows,] and stockholders’ equity for each of the years in the three-year period ended [removed: September 27, 2019] [added: October 2, 2020,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of [removed: September 27, 2019,] [added: October 2, 2020,] based on criteria established in *Internal Control [removed: -] [added: –] Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of [removed: September 27, 2019] [added: October 2, 2020] and September [removed: 28, 2018,] [added: 27, 2019,] and the results of its operations and its cash flows for each of the years in the three-year period ended [removed: September 27, 2019,] [added: October 2, 2020,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: September 27, 2019] [added: October 2, 2020] based on criteria established in *Internal Control [removed: -] [added: –] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: A company’s internal control over financial reporting] includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally [added: accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex [removed: judgment.][added: judgments.]

As discussed in Notes 2 and 8 to the consolidated financial statements, the Company has recorded gross unrecognized tax benefits of [removed: $103.3] [added: $117.6] million in domestic and foreign jurisdictions as of [removed: September 27, 2019.][added: October 2, 2020.]

This determination requires [added: management of] the [removed: Company’s judgement] [added: Company to apply judgment] in the interpretation of domestic and international tax laws and regulations.

We identified the assessment of the gross unrecognized tax benefits as a critical audit matter because of the high degree of auditor [removed: judgement] [added: judgment] involved in evaluating the Company’s interpretation of domestic and international tax laws and [removed: regulations.][added: regulations, including the need to involve professionals with specialized skills and knowledge.]

The [added: following are the] primary procedures we performed to address this critical audit [removed: matter included the following.][added: matter.]

We [added: evaluated the design and] tested [added: the operating effectiveness of] certain internal controls over the Company’s unrecognized tax benefit process, including controls over the interpretation of domestic and international tax laws and regulations.

[removed: | • | assessing] [added: –assessing] the Company’s ongoing compliance with applicable domestic and international tax laws and regulations, [removed: |]

[removed: | • | reading the Company’s documentation that provided the basis for its tax positions and evaluating] [added: –evaluating] the impact of changes in the Company’s tax structure, changes in domestic and international tax laws and regulations, and similar settlements with applicable taxing authorities, and [removed: |]

[removed: | • | evaluating] [added: –evaluating] the Company’s interpretation of domestic and international tax laws and regulations [removed: by developing an independent assessment] based on our understanding and interpretation of the domestic and international tax laws and regulations. [removed: |]

| | [added: | |] Fiscal Years Ended | | | | | | | | | | | [added: | | | |]

| | [removed: September 27, 2019] | | [added: October 2, 2020] | | [added: | | | |] September [removed: 28, 2018] [added: 27, 2019] | | | | [added: | |] September [removed: 29, 2017] [added: 28, 2018] | | |

| Net revenue | [added: | |] $ | [removed: 3,376.8] [added: 3,355.7] | | | [added: | |] $ | [removed: 3,868.0] [added: 3,376.8] | | | [added: | |] $ | [removed: 3,651.4] [added: 3,868.0] | |

| Cost of goods sold | [removed: 1,773.0] | | [added: 1,742.8] | | [removed: 1,917.3] | | | | [removed: 1,809.6] [added: 1,773.0] | | | [added: | | | 1,917.3 | | |]

| Gross profit | [removed: 1,603.8] | | [added: 1,612.9] | | [removed: 1,950.7] | | | | [removed: 1,841.8] [added: 1,603.8] | | | [added: | | | 1,950.7 | | |]

| Operating expenses: | | | | | | | | | | | | [added: | | | | | |]

| Research and development | [removed: 424.1] | | [added: 464.1] | | [removed: 404.5] | | | | [removed: 355.2] [added: 424.1] | | | [added: | | | 404.5 | | |]

| Selling, [removed: general] [added: general,] and administrative | [removed: 198.3] | | [added: 231.4] | | [removed: 207.8] | | | | [removed: 204.6] [added: 198.3] | | | [added: | | | 207.8 | | |]

| Amortization of intangibles | [removed: 22.6] | | [added: 11.8] | | [removed: 18.3] | | | | [removed: 27.6] [added: 22.6] | | | [added: | | | 18.3 | | |]

| [removed: Restructuring] [added: Restructuring, impairment,] and other charges | [removed: 6.8] | | [added: 13.8] | | [removed: 0.8] | | | | [removed: 0.6] [added: 6.8] | | | [added: | | | 0.8 | | |]

| Total operating expenses | [removed: 651.8] | | [added: 721.1] | | [removed: 631.4] | | | | [removed: 588.0] [added: 651.8] | | | [added: | | | 631.4 | | |]

| Operating income | [removed: 952.0] | | [added: 891.8] | | [removed: 1,319.3] | | | | [removed: 1,253.8] [added: 952.0] | | | [added: | | | 1,319.3 | | |]

| Other [removed: income,] [added: income (expense),] net | [removed: 9.0] | | [added: (0.1)] | | [removed: 12.8] | | | | [removed: 3.2] [added: 9.0] | | | [added: | | | 12.8 | | |]

| Income before income taxes | [removed: 961.0] | | [added: 891.7] | | [removed: 1,332.1] | | | | [removed: 1,257.0] [added: 961.0] | | | [added: | | | 1,332.1 | | |]

| Provision for income taxes | [removed: 107.4] | | [added: 76.9] | | [removed: 413.7] | | | | [removed: 246.8] [added: 107.4] | | | [added: | | | 413.7 | | |]

| Net income | [added: | |] $ | [removed: 853.6] [added: 814.8] | | | [added: | |] $ | [removed: 918.4] [added: 853.6] | | | [added: | |] $ | [removed: 1,010.2] [added: 918.4] | |

| Earnings per share: | | | | | | | | | | | | [added: | | | | | |]

| Basic | [added: | |] $ | [removed: 4.92] [added: 4.84] | | | [added: | |] $ | [removed: 5.06] [added: 4.92] | | | [added: | |] $ | [removed: 5.48] [added: 5.06] | |

| Diluted | [added: | |] $ | [removed: 4.89] [added: 4.80] | | | [added: | |] $ | [removed: 5.01] [added: 4.89] | | | [added: | |] $ | [removed: 5.41] [added: 5.01] | |

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| | | | | | | | | |

*Change in Accounting Principle*

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in fiscal 2020 due to the adoption of the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 842, *Leases*.

A company’s internal control over financial reporting

*Assessment of the Gross Unrecognized Tax Benefits*

–reading the Company’s documentation that provided the basis for its tax positions,

November 16, 2020

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| | | | As of | | | | | | | | |

| | | | October 2, 2020 | | | | | | September 27, 2019 | | |

| Operating lease right-of-use assets | | | 167.9 | | | | | | — | | |

| Long-term operating lease liabilities | | | 150.7 | | | | | | — | | |

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| Net income | | | $ | 814.8 | | | | | $ | 853.6 | | | | | $ | 918.4 | |

| Asset impairment charges | | | 11.8 | | | | | | — | | | | | | — | | |

| Non-cash investing in capital expenditures, accrued but not paid | | | $ | 78.7 | | | | | $ | 101.5 | | | | | $ | 108.0 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 814.8 | | | | | | — | | | | | | 814.8 | | |

| Stock repurchase program | | | (6.3) | | | | | | (1.6) | | | | | | 6.3 | | | | | | (647.5) | | | | | | 1.6 | | | | | | — | | | | | | — | | | | | | (647.5) | | |

| Balance at October 2, 2020 | | | 165.6 | | | | | | $ | 41.4 | | | | | 66.7 | | | | | | $ | (4,093.5) | | | | | $ | 3,403.7 | | | | | $ | 4,820.4 | | | | | $ | (7.8) | | | | | $ | 4,164.2 | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Certain items in the fiscal years 2019 and 2018 financial statements have been reclassified to conform to the fiscal 2020 presentation.

Fiscal 2020 consisted of 53 weeks and ended on October 2, 2020.

The cost of available-for-sale debt securities is adjusted for premiums and discounts, with the amortization or accretion of such amounts included as a portion of interest.

Available-for-sale debt securities with an original maturity date greater than three months and less than one year are classified as current investments.

Available-for-sale debt securities with an original maturity date exceeding one year are classified as long-term.

Leases

The Company determines if an arrangement is a lease at its inception.

Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date.

| | | |

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accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| | |

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November 14, 2019

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| | As of | | | | | | |

| Other current and long-term liabilities | 33.3 | | | | 240.6 | | | | 97.6 | | |

| Deferred payments for intangibles | — | | | | — | | | | (5.5 | | ) |

| Payments of contingent consideration | — | | | | — | | | | (5.4 | | ) |

| Excess tax benefit from share-based compensation | — | | | | — | | | | 40.8 | | |

| Balance at September 30, 2016 | 184.9 | | | $ | 46.2 | | | 37.6 | | | $ | (1,443.5 | ) | | $ | 2,686.0 | | | $ | 2,263.6 | | | $ | (10.9 | ) | | $ | 3,541.4 | |

| Stock repurchase program | (4.7 | ) | | (1.1 | | ) | | 4.7 | | | (432.3 | | ) | | 1.1 | | | | — | | | | — | | | | (432.3 | | ) |

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company maintains general allowances for doubtful accounts related to potential losses that could arise due to customers’ inability to make required payments.

These reserves require management to apply judgment in deriving these estimates.

In addition, the Company performs ongoing credit evaluations of its customers’ financial condition and if it becomes aware of any specific receivables which may be uncollectable, it performs additional analysis including, but not limited to, factors such as a customer’s credit worthiness, intent and ability to pay and overall financial position, and reserves are recorded if deemed necessary.

If the data the Company uses to calculate the allowance for doubtful accounts does not reflect the future ability to collect outstanding receivables, additional provisions for doubtful accounts may be needed and results of operations could be materially affected.

As of September 27, 2019, the amount of remaining performance obligation that has not been recognized as revenue is not material.

dividend yield.

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

The Company adopted ASU 2014-09 at the beginning of the first quarter of fiscal 2019 using the modified retrospective approach, with the cumulative effect of applying the new guidance recognized as an adjustment to the opening retained earnings balance.

The Company determined the impact of adopting the new revenue standard on its business processes, systems, controls and consolidated financial statements during fiscal 2019 was not material, except for an increase in accounts receivable and other current liabilities in the amount of $29.1 million to reflect customer credits as a liability.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), Intra-entity Transfers of an Asset Other than Inventory (“ASU 2016-16”).

This ASU provides guidance that changes the accounting for income tax effects of intra-entity transfers of assets other than inventory.

Under the new guidance, the selling (transferring) entity is required to recognize a current tax expense or benefit upon transfer of the asset.

Similarly, the purchasing (receiving) entity is required to recognize a deferred tax asset or deferred tax liability, as well as the related deferred tax benefit or expense, upon receipt of the asset.

The Company adopted ASU 2016-16 during the first quarter of fiscal 2019.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 320), (“ASU 2016-13”).

This ASU requires a financial asset (or a group of financial assets) measured on the basis of amortized cost to be presented at the net amount expected to be collected.

This ASU requires that the income statement reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period.

This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through an allowance for credit losses.

The ASU also limits the credit loss to the amount by which fair value is below amortized cost.

The Company adopted ASU 2016-13 during the first quarter of fiscal 2019.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (Topic 320), (“ASU 2016-01”).

This ASU provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities.

[removed: *Evaluation] [added: Evaluation] of [removed: disclosure controls] [added: Disclosure Controls] and [removed: procedures.*][added: Procedures]

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of [removed: September 27, 2019.][added: October 2, 2020.]

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, [removed: summarized] [added: summarized,] and reported, within the time periods specified in the SEC’s rules and forms.

Based on management’s evaluation of our disclosure controls and procedures as of [removed: September 27, 2019,] [added: October 2, 2020,] our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

[removed: | • |] [added: -] Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; [removed: |]

[removed: | • |] [added: -] Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and [removed: |]

[removed: | • |] [added: -] Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. [removed: |]

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of [removed: September 27, 2019.][added: October 2, 2020.]

Based on their assessment, management concluded that, as of [removed: September 27, 2019,] [added: October 2, 2020,] the Company’s internal control over financial reporting is effective based on those criteria.

[removed: *Changes] [added: Changes] in [removed: internal control over financial reporting.*][added: Internal Control Over Financial Reporting.]