Skyworks Solutions (SWKS) 10-K risk factor changes: FY2021 vs FY2020

Risks associated with operating a global [removed: business in many international jurisdictions][added: business]

The effects of the global COVID-19 pandemic [removed: are] [added: continue to] adversely [removed: affecting] [added: affect] our business operations.

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

The impacts [removed: of the COVID-19 pandemic] on our business operations and [removed: workforce,] [added: workforce of the pandemic, including as a result of more contagious variants of the virus that causes COVID-19,] 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 may experience [removed: continued] large fluctuations in demand [removed: or a reduction in the pricing] [added: for certain] of our products, [removed: either of] which could be exacerbated by [added: global supply chain challenges or by] a continued or deepening global economic downturn or recession caused by the [removed: 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 [removed: the] [added: a] 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 [added: again] experience [removed: further] reductions in production levels, which would limit our ability to meet customer demand and impact our operating results.

- [removed: We] [added: Over the course of the pandemic, 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 [removed: measures] [added: measures, many of which were still in place as of the end of fiscal 2021,] remains uncertain, and we may be required to implement additional measures in the future, further impacting our business operations.

- [removed: 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] [added: We] have experienced, and may continue to experience, disruptions to our supply chain [added: and increased costs] in connection with the sourcing of materials, components, equipment, assembly and test services, engineering support, [added: shipping] and [added: logistics services, and] other [removed: services.][added: services, caused in part by the pandemic.]

- We have experienced, and [removed: may] [added: likely will] 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, [removed: or] disruptions in the operations of third-party [removed: carriers.][added: carriers, or carriers’ decisions to prioritize other customers’ orders over ours.]

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

There can be no assurance that any decrease in sales resulting from [removed: COVID-19] [added: the pandemic] will be offset by increased sales in subsequent periods.

The degree to which [removed: COVID-19 impacts] [added: the pandemic continues to impact] 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 [removed: 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.

We also operate our own wafer fabrication facilities in Kadoma, Japan, and Osaka, Japan, as well as packaging, assembly, and test facilities in [removed: Mexicali, Mexico,] [added: Singapore] and in [removed: Singapore] [added: Mexicali, Mexico] (with a substantial majority of our finished products being assembled and tested in our Mexicali facility).

Our international sales and operations are subject to a number of risks inherent in selling and operating [removed: abroad.][added: in multiple jurisdictions.]

- currency [added: controls and currency] exchange rate fluctuations, including increases or decreases in commodities prices related to such fluctuations,

- [removed: natural disasters,] acts of terrorism, widespread illness or other deterioration of public health conditions, and war,

- results of audits and examination of previously filed tax returns, [added: and]

[removed: - the possibility of being exposed to legal proceedings] [added: It is costly, time-consuming,] and [removed: potential penalties in a foreign jurisdiction, and/or increased compliance expense, as a result of] [added: requires significant resources to comply with] the numerous, and sometimes conflicting, legal regimes [added: in the jurisdictions in which we conduct business] on matters as diverse as anti-corruption, anti-bribery, import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, immigration, internal and disclosure control obligations, securities regulation, [removed: anti-competition,] [added: competition,] data privacy and protection (including, but not limited to, the European Union’s General Data Protection Regulation), employment, and labor [removed: relations, and][added: relations.]

Other jurisdictions in which we conduct business [added: have established, or] may [removed: establish] [added: establish,] legal and regulatory regimes that differ materially from United States laws and regulations.

Violations of one or more of these [added: legal regimes’ laws and] regulations in the conduct of our business could result in significant fines or monetary damages, criminal sanctions against us or our officers, prohibitions on doing business, unfavorable publicity and other reputation damage, restrictions on our ability to process information, and allegations by our clients that we have not performed our contractual obligations.

[removed: Although we intend to expand our business and operations in China, our] [added: Our] success in the Chinese markets may be adversely affected by China’s continuously evolving laws and regulations, including those relating to taxation, import and export tariffs and restrictions, currency controls, environmental regulations, [added: information security,] indigenous innovation, and intellectual property rights and enforcement of those rights.

In addition, changes in the political environment, governmental [removed: policies] [added: policies,] or United States-China relations could result in revisions to laws or regulations or their interpretation and enforcement, exposure of our proprietary intellectual property, increased taxation, restrictions on imports, import duties, or currency revaluations, which could have an adverse effect on our business plans and operating results.

In particular, the imposition by the United States of tariffs on goods imported from [removed: China] [added: China,] or deemed to be of Chinese [removed: origin] [added: origin,] and other government actions that restrict our ability to sell our products to Chinese customers or to manufacture or source components in China, and countermeasures imposed by China in response, could directly or indirectly adversely impact our manufacturing [removed: costs] [added: costs, the availability] and [added: cost of materials, and] the sales of our products in China and elsewhere.

For example, during fiscal 2019, the U.S. Bureau of Industry and Security of the U.S. Department of Commerce placed Huawei Technology Co., Ltd., and certain of its affiliates (collectively, [removed: “Huawei”)] [added: “Huawei”),] on the Bureau’s Entity List (the “Entity List”), which resulted in our temporarily suspending shipments to Huawei.

[removed: During fiscal 2020,] [added: Since then,] the addition of other entities to the Entity [removed: List (with the prospect of more entities to be added in the future),] [added: List,] together with changes to rules regarding the shipment of foreign direct products, [removed: again] resulted in the [added: renewed] suspension of shipments to [removed: Huawei.][added: Huawei as well as the suspension of shipments to other customers.]

Finally, China’s [added: investments in technology development and manufacturing capability in support of its] stated policy of reducing its dependence on foreign semiconductor manufacturers and other technology companies [removed: could result] [added: has likely already resulted, and we expect will continue to result,] in reduced demand for our products in China and other key markets as well as reduced supply of critical materials for our products.

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; [added: enactment of a global corporate minimum tax;] 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 [removed: any] [added: significant] changes proposed [removed: during] [added: by] the [removed: next] [added: current] U.S. presidential [removed: administration).][added: administration, such as increases in the U.S. federal corporate income tax rate and in the U.S. taxation of foreign earnings).]

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

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 business, results of [removed: operations, and financial condition could be materially and adversely impacted, which could adversely affect our stock price.]

In each of fiscal [removed: 2020,] [added: 2021,] fiscal [removed: 2019,] [added: 2020,] and fiscal [removed: 2018,] [added: 2019,] one customer accounted for greater than ten percent of our net revenue.

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

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

These disruptions may result from electrical power outages, [added: water shortages,] fire, earthquake, flooding, war, acts of terrorism, health advisories or risks, or other natural or man-made disasters, as well as equipment maintenance, repairs, and/or upgrades.

Our manufacturing operations may also face pressures arising from the compression of product life cycles, which may require us to manufacture new products faster and for shorter periods while maintaining acceptable [removed: manufacturing yields and quality without, in many cases, reaching the longer-term, high-volume manufacturing conducive to higher manufacturing yields and declining costs.]

Further, the third-party foundries may experience financial difficulties or changes in control, be unable to deliver products to us in a timely manner, be unwilling to invest in processes that meet our needs, or suffer damage or destruction to their facilities, particularly since some of them are located in areas prone to natural [removed: disasters.][added: disasters or to severe weather events and other impacts of climate change.]

For those assembly and test subcontractors with whom we do not have long-term agreements, we typically procure services [removed: from these suppliers] on a per-order basis.

To the extent we are unable to pass these costs on to our customers, we experience reduced profitability.

Given that our customers and suppliers are facing similar supply chain challenges, we expect continued difficulty in forecasting demand and supply needs for the foreseeable future.

As a result of these uncertainties, we have increased, and may continue to increase, our inventory levels and purchase commitments.

- We have recently experienced, and expect to continue experiencing, reduced demand for certain of our products as a result of certain customers’ difficulty to obtain materials, components, and services due to disruptions in such customers’ supply chains.

In addition, we recently required COVID-19 vaccination of all U.S.-based employees as a condition of employment, subject to certain exemptions, and we may announce additional vaccine mandates in other jurisdictions in the future.

Our implementation of these requirements may result in employee attrition, reduced employee morale, and difficulty securing future labor needs.

- inflation, as well as changes in existing and expected rates of inflation, which may vary across the jurisdictions in which we do business,

- difficulty in collecting, or failure to collect, accounts receivable, as well as longer collection periods,

- natural disasters and severe weather events, including, but not limited to, earthquakes, wildfires, droughts, hurricanes, tsunamis, rising sea levels, as well as other impacts of climate change,

In the future, we may be prevented from shipping our products to other customers if they are added to the Entity List.

operations, and financial condition could be materially and adversely impacted, which could adversely affect our stock price.

manufacturing yields and quality without, in many cases, reaching the longer-term, high-volume manufacturing conducive to higher manufacturing yields and declining costs.

- required minimum purchase commitments,

In part as a result of the COVID-19 pandemic, we have experienced supply constraints for certain materials and components, which has impacted, and could continue to impact, production lead times, the cost of such materials and components, and our ability to meet customer demand for our products.

Furthermore, our entry into capacity

commitments in an attempt to ensure sufficient supply of raw materials and components may result in our obligation to pay above-market prices in the event of a future downward price correction.

Furthermore, our dependence on third-party carriers and logistics firms, many of which have been adversely affected by the COVID-19 pandemic, has resulted in, and could continue to result in, delays, increased costs, and expedite fees related to our product shipments.

equity or debt financing.

Risks Related to Acquisitions

We may not achieve the anticipated benefits of the acquisition of the Infrastructure and Automotive business of Silicon Labs.

On July 26, 2021, the Company completed the acquisition of certain assets, rights, and properties, and assumed certain liabilities, comprising Silicon Labs’ Infrastructure and Automotive business.

Achieving the anticipated benefits of the Acquisition is subject to a number of uncertainties, including the Company’s ability to successfully integrate the assets acquired and employees transferred in connection with the Acquisition, as well as the Company’s ability to maintain and/or secure relationships with third-party manufacturing partners in order to meet customer demand for the products acquired in the Acquisition.

Failure to achieve the anticipated benefits of the Acquisition in the expected timeframe or at all could result in increased costs and diversion of management’s time and energy and could materially adversely affect our business, financial condition, and results of operations.

We incurred significant indebtedness in connection with the Acquisition, which could reduce our flexibility to operate our business.

On May 21, 2021, the Company, as borrower, entered into a term credit agreement with various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, providing for a $1.0 billion Term Loan Facility.

Additionally, on May 26, 2021, the Company issued $500 million of its 0.900% 2023 Notes, $500 million of its 1.800% 2026 Notes, and $500 million of its 3.000% 2031 Notes in a public offering.

The proceeds of the Term Loan Facility and the issuance of Notes were used to finance a portion of the purchase price for the Acquisition.

Additionally, on May 21, 2021, the Company entered into the Revolving Credit Agreement with various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, providing for a $750 million Revolver.

Borrowings under the Revolving Credit Facility will be used for general corporate purposes and working capital needs of the Company and its subsidiaries.

This indebtedness could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions.

We also have incurred, and will continue to incur, various costs and expenses associated with our indebtedness.

Our ability to make payments of principal and interest on our indebtedness when due depends upon our future performance, which will be subject to general economic conditions, industry cycles, and financial, business, and other factors affecting our operations, many of which are beyond our control.

The incurrence of this or any additional indebtedness could reduce funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes and may create competitive disadvantages relative to other companies with lower debt levels.

Further, if we do not achieve the anticipated benefits from the Acquisition, our ability to service our indebtedness may be adversely impacted.

Even if we achieve the anticipated benefits from the Acquisition, we may be required to raise substantial additional financing to fund working capital, capital expenditures, acquisitions, or other general corporate purposes.

Our ability to arrange additional financing and make payments of principal and interest on our indebtedness will depend on our future performance, which will be subject to general economic, financial, and business conditions as well as other factors affecting our operations, many of which are beyond our control.

In addition, our credit ratings affect the cost and availability of future borrowings and, accordingly, our cost of capital.

Our ratings reflect each rating organization’s opinion of our financial strength, operating performance, and ability to meet our debt obligations.

There can be no assurance that we will achieve a particular rating or maintain a particular rating in the future.

An inability to obtain or maintain a rating could increase the cost of future borrowings or refinancings of our indebtedness, limit our access to sources of financing in the future, or lead to other potentially adverse consequences.

- 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.

- inability to collect accounts receivable,

Compliance with diverse legal requirements is costly and time-consuming and requires significant resources.

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.

Also,

compete in the job market.

For example, it is difficult to predict what impact the outcomes of the U.S. presidential and congressional elections in November 2020 may have on economic conditions, consumer confidence, geopolitical turmoil, civil unrest, and future legislation and regulation.

integration, increased miniaturization, reduced power consumption, and wide fluctuations in product supply and demand.

Compliance with these laws and regulations has not had a material impact on our capital expenditures, earnings, financial condition, or competitive position.

- the performance and prospects of our major customers and competitors,

- a fair price provision, and

The duration, severity, and future impact of the [removed: pandemic] [added: pandemic, including as a result of more contagious variants of the virus that causes COVID-19,] continue to be highly uncertain and could still result in significant disruptions to our business operations, [removed: including our supply chain,] as well as negative impacts to our financial condition.

Fiscal Years Ended October [added: 1, 2021, October] 2, 2020, [removed: September 27, 2019,] and September [removed: 28, 2018.][added: 27, 2019.]

See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended [removed: September 27, 2019,] [added: October 2, 2020,] filed with the SEC on November [removed: 14, 2019,] [added: 17, 2020,] as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January [removed: 27, 2020] [added: 29, 2021] (the [removed: “2019] [added: “2020] 10-K”), for Management’s Discussions and Analysis of Financial Condition and Results of Operations for the fiscal year ended September [removed: 28, 2018.][added: 27, 2019.]

| | | | October [removed: 2, 2020] [added: 1, 2021] | | | | | | [removed: September 27, 2019] [added: October 2, 2020] | | | | | | September [removed: 28, 2018] [added: 27, 2019] | | |

| Cost of goods sold | | | [removed: 51.9] [added: 50.8] | | | | | | [removed: 52.5] [added: 51.9] | | | | | | [removed: 49.6] [added: 52.5] | | |

| Gross profit | | | [removed: 48.1] [added: 49.2] | | | | | | [removed: 47.5] [added: 48.1] | | | | | | [removed: 50.4] [added: 47.5] | | |

| Research and development | | | [removed: 13.7] [added: 10.3] | | | | | | [removed: 12.5] [added: 13.7] | | | | | | [removed: 10.4] [added: 12.5] | | |

| Selling, general, and administrative | | | [removed: 6.9] [added: 6.3] | | | | | | [removed: 5.9] [added: 6.9] | | | | | | [removed: 5.4] [added: 5.9] | | |

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

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

| Total operating expenses | | | [removed: 21.5] [added: 17.6] | | | | | | [removed: 19.3] [added: 21.5] | | | | | | [removed: 16.3] [added: 19.3] | | |

| Operating income | | | [removed: 26.6] [added: 31.6] | | | | | | [removed: 28.2] [added: 26.6] | | | | | | [removed: 34.1] [added: 28.2] | | |

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

| Income before income taxes | | | [removed: 26.6] [added: 31.3] | | | | | | [removed: 28.5] [added: 26.6] | | | | | | [removed: 34.4] [added: 28.5] | | |

| Provision for income taxes | | | [removed: 2.3] [added: 2.0] | | | | | | [removed: 3.2] [added: 2.3] | | | | | | [removed: 10.7] [added: 3.2] | | |

| Net income | | | [removed: 24.3] [added: 29.3] | | % | | | | [removed: 25.3] [added: 24.3] | | % | | | | [removed: 23.7] [added: 25.3] | | % |

During the fiscal year ended October [removed: 2, 2020,] [added: 1, 2021,] the following key factors contributed to our overall results of operations, financial position, and cash flows:

- Our ending cash, cash [removed: equivalents] [added: equivalents,] and marketable securities balance [removed: decreased 9.5%] [added: increased 4.8%] to [removed: $980.0] [added: $1,027.2] million [removed: in fiscal 2020] [added: as of October 1, 2021,] from [removed: $1,082.2] [added: $980.0] million [removed: in fiscal 2019.][added: as of October 2, 2020.]

[removed: This decrease] [added: The increase] in cash, cash [removed: equivalents] [added: equivalents,] and marketable securities during fiscal [removed: 2020,] [added: 2021] was primarily [removed: the result] [added: due to cash generated from operations] of [added: $1,772.0 million,] the [removed: repurchase] [added: borrowing] of [removed: 6.3] [added: $1,000.0] million [removed: shares] [added: in Term Loans, $500.0 million] of [removed: common stock] [added: Senior Notes due 2023 (the “2023 Notes”), $500.0 million of Senior Notes due 2026 (the “2026 Notes”), and $500.0 million of Senior Notes due 2031 (the “2031 Notes” and, together with the 2023 Notes and the 2026 Notes, the “Notes”), partially offset by payments] for [removed: $647.5] [added: acquisitions of $2,751.0] million, capital expenditures of [removed: $389.4] [added: $637.8] million, [removed: and] dividend payments of [removed: $307.0] [added: $340.6] million, [removed: partially offset by cash generated from operations] [added: repayments] of [removed: $1,204.5] [added: Term Loans of $250.0 million, and the repurchase of 1.4 million shares of common stock for $195.6] million.

| | | | October [removed: 2, 2020] [added: 1, 2021] | | | Change | | | [removed: September 27, 2019] [added: October 2, 2020] | | | Change | | | September [removed: 28, 2018] [added: 27, 2019] | | |

| Net revenue | | | $ | [removed: 3,355.7] [added: 5,109.1] | | [removed: (0.6)%] [added: 52.3%] | | | $ | [removed: 3,376.8] [added: 3,355.7] | | [removed: (12.7)%] [added: (0.6)%] | | | $ | [removed: 3,868.0] [added: 3,376.8] | |

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

| Gross profit | | | $ | [removed: 1,612.9] [added: 2,512.4] | | [removed: 0.6%] [added: 55.8%] | | | $ | [removed: 1,603.8] [added: 1,612.9] | | [removed: (17.8)%] [added: 0.6%] | | | $ | [removed: 1,950.7] [added: 1,603.8] | |

| % of net revenue | | | [removed: 48.1] [added: 49.2] | | % | | | | [removed: 47.5] [added: 48.1] | | % | | | | [removed: 50.4] [added: 47.5] | | % |

Our cost of goods sold consists primarily of purchased materials, [removed: labor] [added: labor,] and overhead (including depreciation and share-based compensation expense) associated with product manufacturing.

As part of our normal course of business, we [removed: mitigate the] [added: intend to improve] gross [removed: margin impact of declining average selling prices] [added: profit] with efforts to increase unit volumes, [removed: reduce material costs,] improve manufacturing efficiencies, lower manufacturing costs of existing [removed: products] [added: products,] and by introducing new and higher value-added products.

The increase in gross profit in fiscal [removed: 2020,] [added: 2021,] as compared to fiscal [removed: 2019,] [added: 2020,] was primarily the result of a favorable product [removed: mix,] [added: mix and higher unit volumes with a gross profit impact of $950.2 million,] partially offset by lower [removed: unit volumes and lower] average selling [removed: prices.][added: prices and an increase in amortization of acquisition intangibles, including inventory step-up, as a result of the Acquisition completed during the period.]

| Research and development | | | $ | [removed: 464.1] [added: 532.3] | | [removed: 9.4%] [added: 14.7%] | | | $ | [removed: 424.1] [added: 464.1] | | [removed: 4.8%] [added: 9.4%] | | | $ | [removed: 404.5] [added: 424.1] | |

| % of net revenue | | | [removed: 13.8] [added: 10.4] | | % | | | | [removed: 12.5] [added: 13.8] | | % | | | | [removed: 10.4] [added: 12.6] | | % |

Research and development expenses consist primarily of direct personnel costs including share-based compensation expense, costs for pre-production evaluation and testing of new devices, masks, engineering [removed: prototypes] [added: prototypes,] and design tool costs.

The increase in research and development expense in fiscal [removed: 2020,] [added: 2021,] as compared to fiscal [removed: 2019,] [added: 2020,] was primarily related to [removed: an increase in employee-related] [added: headcount-related expenses, including] share-based [removed: compensation expense due to higher performance achievement with respect to performance stock awards.][added: compensation, as a result of our increased investment in developing new technologies and products.]

| Selling, general, and administrative | | | $ | [removed: 231.4] [added: 322.5] | | [removed: 16.7%] [added: 39.4%] | | | $ | [removed: 198.3] [added: 231.4] | | [removed: (4.6)%] [added: 16.7%] | | | $ | [removed: 207.8] [added: 198.3] | |

| % of net revenue | | | [removed: 6.9] [added: 6.3] | | % | | | | [removed: 5.9] [added: 6.9] | | % | | | | [removed: 5.4] [added: 5.9] | | % |

The increase in selling, general, and administrative expenses in fiscal [removed: 2020,] [added: 2021,] as compared to fiscal [removed: 2019,] [added: 2020,] was primarily related to increases in [removed: employee-related share-based compensation expense due to higher performance achievement] [added: costs associated] with [removed: respect to performance stock awards.][added: the Acquisition completed during the period and increases in headcount-related expenses, including share-based compensation.]

| % of net revenue | | | [removed: 1.5] [added: 0.7] | | % | | | | [removed: 1.7] [added: 0.4] | | % | | | | 0.7 | | % |

The [removed: decrease] [added: increase] in [removed: total] amortization expense for fiscal [removed: 2020,] [added: 2021,] as compared to fiscal [removed: 2019,] [added: 2020,] was primarily [removed: related] [added: due] to [removed: fully amortized] [added: additional] intangible assets [removed: that were] acquired [removed: in prior years.][added: during fiscal 2021.]

| Restructuring, impairment, and other charges | | | $ | [removed: 13.8] [added: 8.9] | | [removed: 102.9%] [added: (35.5)%] | | | $ | [removed: 6.8] [added: 13.8] | | [removed: 750.0%] [added: 102.9%] | | | $ | [removed: 0.8] [added: 6.8] | |

| % of net revenue | | | [removed: 0.4] [added: 0.2] | | % | | | | [removed: 0.2] [added: 0.4] | | % | | | | [removed: —] [added: 0.2] | | % |

| Provision for income taxes | | | $ | [removed: 76.9] [added: 100.4] | | [removed: (28.4)%] [added: 30.6%] | | | $ | [removed: 107.4] [added: 76.9] | | [removed: (74.0)%] [added: (28.4)%] | | | $ | [removed: 413.7] [added: 107.4] | |

| % of net revenue | | | [removed: 2.3] [added: 2.0] | | % | | | | [removed: 3.2] [added: 2.3] | | % | | | | [removed: 10.7] [added: 3.2] | | % |

The semiconductor industry is experiencing various supply constraints due to the pandemic.

While we are working with our global supply chain partners to mitigate this risk, the duration and extent of the supply chain disruptions remain uncertain.

| Interest expense | | | (0.3) | | | | | | — | | | | | | — | | |

- Net revenue increased 52.3% to $5,109.1 million, as compared to fiscal 2020.

This increase in revenue was driven primarily by an increase in overall demand for wireless connectivity products coupled with the onset of technology upgrade cycles, including for 5G and Wi-Fi 6 solutions.

Additionally, our average content per device for these next-generation solutions increased.

The increase in net revenue in fiscal 2021, as compared to fiscal 2020, was driven by an increase in overall demand for wireless connectivity products coupled with the onset of technology upgrade cycles, including for 5G and Wi-Fi 6 solutions.

Additionally, our average content per device for these next-generation solutions increased.

| | | | October 1, 2021 | | | Change | | | October 2, 2020 | | | Change | | | September 27, 2019 | | |

Gross profit as a percentage of net revenue is estimated to decrease in fiscal 2022 due to amortization of intangibles acquired during fiscal 2021.

| | | | October 1, 2021 | | | Change | | | October 2, 2020 | | | Change | | | September 27, 2019 | | |

| | | | October 1, 2021 | | | Change | | | October 2, 2020 | | | Change | | | September 27, 2019 | | |

| | | | October 1, 2021 | | | Change | | | October 2, 2020 | | | Change | | | September 27, 2019 | | |

| Amortization of intangibles | | | $ | 36.0 | | 205.1% | | | $ | 11.8 | | (47.8)% | | | $ | 22.6 | |

See Note 3 to Item 8 of this Annual Report on Form 10-K for a detailed discussion of intangible assets acquired.

Amortization expense is estimated to increase in fiscal 2022 due to amortization of intangibles acquired during fiscal 2021.

| | | | October 1, 2021 | | | Change | | | October 2, 2020 | | | Change | | | September 27, 2019 | | |

Restructuring, impairment, and other charges incurred in fiscal 2021 were primarily related to an impairment on property, plant, and equipment.

Interest Expense

| | | | October 1, 2021 | | | Change | | | October 2, 2020 | | | Change | | | September 27, 2019 | | |

| Interest expense | | | $ | (13.4) | | 100.0% | | | $ | — | | —% | | | $ | — | |

| % of net revenue | | | (0.3) | | % | | | | — | | % | | | | — | | % |

The increase in interest expense for fiscal 2021, as compared to fiscal 2020, was due to the issuance of the Notes in May 2021 and the borrowing of the Term Loans (as defined below) in July 2021.

Interest expense is estimated to increase in fiscal 2022 as our average borrowings outstanding are expected to be higher than in fiscal 2021.

| | | | October 1, 2021 | | | Change | | | October 2, 2020 | | | Change | | | September 27, 2019 | | |

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

During fiscal 2021, we concluded an IRS examination of our federal income tax returns for fiscal 2015 and 2016.

With the conclusion of the audit, we decreased the reserve for uncertain tax positions, including interest and penalties, which resulted in the recognition of an income tax benefit of $34.8 million in fiscal 2021.

In addition, the statute of limitations expired on the federal income tax return for fiscal 2017 and, as a result, we decreased the related reserve for uncertain tax positions of $25.5 million.

The increase in income tax expense in fiscal 2021, as compared to fiscal 2020, was primarily due to increased income from operations, partially offset by a decrease in the reserve for uncertain tax positions.

Set forth below is a summary of our cash flows for the periods indicated:

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

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

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

We have outstanding $500.0 million of Notes Due 2023, $500.0 million of Notes Due 2026, and $500.0 million of Notes Due 2031.

We have a term credit agreement (the “Term Credit Agreement”) providing for a $1.0 billion term loan facility (the “Term Loan Facility”).

On July 26, 2021, the Company borrowed $1.0 billion in aggregate principal amount of term loans (the “Term Loans”) under the Term Loan Facility to finance a portion of the purchase price for the Acquisition and to pay fees and expenses incurred in connection therewith.

During fiscal 2021, the Company repaid $250.0 million of outstanding borrowings under the Term Loans.

As of October 1, 2021, there were $750.0 million of borrowings outstanding under the Term Credit Agreement.

We have a Revolving Credit Agreement (the “Revolving Credit Agreement”) under which we may borrow up to $750.0 million for general corporate purposes and working capital needs of the Company and its subsidiaries.

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

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

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.

- 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.

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.

Erosion of average selling prices of established products is typical of the semiconductor industry.

Consistent with trends in the industry, we anticipate that average selling prices for our established products will continue to decline over time.

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.

This one-time charge was less than the $66.1 million inventory-related one-time charge 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 increased to 48.1% of net revenue for fiscal 2020, as compared to 47.5% in fiscal 2019.

| Total amortization of intangibles, including inventory step-up | | | 46.0 | | | (18.9)% | | | 56.7 | | | 112.4% | | | 26.7 | | |

Restructuring, impairment, and other charges incurred in fiscal 2019 were primarily related to employee severance and other termination benefits as well as charges on a leased facility resulting from restructuring plans initiated during the period.

The $4.8 million decrease in cash used in financing activities for fiscal 2020, as compared to fiscal 2019, was primarily related to an increase of $35.0 million in net proceeds from employee stock option exercises and a decrease of $10.1 million in stock repurchase activity.

The decrease resulted from $647.5 million used to repurchase 6.3 million shares of stock, $389.4 million in capital expenditures, and $307.0 million in cash dividend payments, which was partially offset by $1,204.5 million in cash generated from operations during fiscal 2020.

OFF-BALANCE SHEET ARRANGEMENTS

All significant contractual obligations are recorded on our consolidated balance sheet or fully disclosed in the notes to our consolidated financial statements.

We have no material off-balance sheet arrangements as defined in SEC Regulation S-K Item 303(a)(4)(ii).

CONTRACTUAL CASH FLOWS

Set forth below is a summary of our contractual payment obligations related to our operating leases, other commitments, and long-term liabilities at October 2, 2020 (in millions):

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

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

| | | | | | | Payments Due By Period | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Obligation | | | | | | Total | | | | | | Less Than 1 Year | | | | | | 1-3 Years | | | | | | 3-5 Years | | | | | | Thereafter | | |

| Other long-term liabilities (1) | | | | | | $ | 310.1 | | | | | $ | 19.1 | | | | | $ | 38.2 | | | | | $ | 38.2 | | | | | $ | 214.6 | |

| Operating lease obligations | | | | | | 203.4 | | | | | | 25.7 | | | | | | 53.8 | | | | | | 42.3 | | | | | | 81.6 | | |

| Other commitments (2) | | | | | | 11.5 | | | | | | 8.0 | | | | | | 3.5 | | | | | | — | | | | | | — | | |

| Total | | | | | | $ | 525.0 | | | | | $ | 52.8 | | | | | $ | 95.5 | | | | | $ | 80.5 | | | | | $ | 296.2 | |

_________________________

(1)Other long-term liabilities primarily include our gross unrecognized tax benefits, repatriation tax payable, and executive deferred compensation.

Gross unrecognized tax benefits and executive deferred compensation are both classified as beyond five years due to the uncertain nature of the liabilities.

(2)Other commitments consist of contractual license and royalty payments and other purchase obligations.

OTHER MATTERS

Inflation did not have a material impact on our results of operations during the three-year period ended October 2, 2020.

We are subject to overall financial market risks, such as changes in market liquidity, credit quality, investment risk, interest rate [removed: risk] [added: risk,] and foreign exchange rate risk as described below.

Our [removed: exposure to interest rate and general market risks relates principally to our] investment [removed: portfolio, which] [added: portfolio] consists of cash and cash equivalents (money market funds and marketable securities purchased with less than ninety days until maturity) that total approximately [removed: $566.7 million] [added: $882.9 million,] and marketable securities (U.S. Treasury and government securities, corporate bonds and notes, [added: municipal bonds) that total approximately $137.2 million and $7.1 million within short-term and long-term marketable securities, respectively, as of October 1, 2021.]

Based on our results of operations for the fiscal year ended October [removed: 2, 2020,] [added: 1, 2021,] 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.

For the fiscal years ended October [added: 1, 2021, October] 2, 2020, [added: and] September 27, 2019, [removed: and September 28, 2018,] we had foreign exchange losses of [removed: $5.9] [added: $0.5] million, [removed: $6.2] [added: $5.9] million, and [removed: $5.5] [added: $6.2] million, respectively.

We may enter into foreign currency forward and [removed: option] [added: options] contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows and net investments in foreign subsidiaries.

For the fiscal year ended October [removed: 2, 2020,] [added: 1, 2021,] we had no outstanding foreign currency forward or [removed: option] [added: options] contracts with financial institutions.

Our exposure to interest rate and general market risks relates to our Term Credit Facility, which has variable interest rates, and our investment portfolio.

As of October 1, 2021, there were $750.0 million of borrowings outstanding under the Term Credit Agreement and a potential change in the associated interest rates would be immaterial to the results of our operations.

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.

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

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

[removed: The COVID-19 pandemic has underscored] [added: Wireless connectivity is expanding on a global basis, underscoring] the [removed: importance] [added: critical nature] of our mission of connecting everyone and everything, all the time.

[removed: Work-from-home, remote healthcare, virtual education, and other social distancing trends, driven] [added: This results] in [removed: 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.

[added: The speed and ultra-low latency characteristics inherent in] 5G [removed: is] [added: technology are] dramatically altering [removed: the world,] [added: wireless connectivity,] creating a market for diverse and transformative applications, and changing how individuals live, work, play, and learn.

Most of the world’s largest economies [removed: now have functioning] [added: are implementing] commercial 5G networks, and the world’s leading smartphone manufacturers have [removed: released] [added: launched multiple generations of] 5G-enabled devices.

[removed: At the same time,] [added: Concurrently,] connectivity is [added: rapidly] expanding into an adjacent set of IoT [removed: markets.][added: markets, rapidly proliferating the number of connected devices.]

ABI Research IoT Market Tracker forecasts [removed: 117] [added: 23] billion IoT connections by 2026.

[removed: Skyworks is] [added: We are] enabling these opportunities with highly customized [removed: system] solutions supporting a broad set of wireless [added: systems and] protocols including [removed: cellular LTE, Wi-Fi,] [added: cellular, 5G, Wi-Fi®, GPS,] Bluetooth®, [added: Accutime™, HD-Radio™,] LoRa®, [removed: Thread] [added: Thread®,] and Zigbee®.

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

Looking forward, we see significant growth [removed: opportunity] [added: opportunities] for our industry and for Skyworks.

The key catalysts [removed: for Skyworks will continue to be] [added: are] the [removed: insatiable] [added: increasing] demand for [added: wireless] data and the profitable usage model, as each connection becomes more valuable and the world embraces [removed: 5G.][added: 5G and other advanced connectivity technologies.]

[removed: We expect that highly] [added: Highly] integrated semiconductor solutions [removed: will play] [added: are playing] an increasingly [added: essential and] pivotal role in the deployment of [removed: this] next generation [removed: standard] [added: standards] by resolving the daunting analog and RF complexities that are challenging the capabilities of existing hardware and the supporting network infrastructure.

[added: Delivering on 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.

[removed: Skyworks is] [added: We are] at the forefront of this [removed: sea change in] [added: new era of] connectivity, delivering the solutions that [removed: will] [added: help] enable the true potential of 5G and the IoT.

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 [removed: modules] [added: modules, timing devices,] and [removed: expanding into emerging technologies.][added: digital power isolators.]

From our breakthrough Sky5® unifying platform to our 5G small cell solutions, [removed: Skyworks’] [added: our] approach across both infrastructure and user equipment facilitates powerful, high-speed end-to-end 5G connectivity.

[removed: To this end, key] [added: Major] elements of our strategy include:

As the industry migrates to more complex 5G architectures across a multitude of wireless applications, we are [removed: well positioned] [added: well-positioned] to help mobile device manufacturers handle growing levels of system complexity [removed: in] [added: across both] the transmit and receive [removed: chain.][added: chains.]

We also hold strong technology leadership positions in passive devices, advanced integration including proprietary shielding and 3-D die stacking as well as SAW, [removed: TC-SAW] [added: TC-SAW,] and BAW filters.

Our product portfolio is reinforced by a library of approximately [removed: 3,950] [added: 4,500] worldwide patents and other intellectual property that we own and control.

Given our scale and technology leadership, we are engaged with [removed: key] [added: all of the major] original equipment manufacturers (“OEMs”), smartphone [removed: providers] [added: providers,] and baseband reference design partners.

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

With the [added: increasing] adoption of 5G and the opportunity to enable more applications, we are [removed: steadily] growing our business beyond [removed: 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, [added: data center, electric and hybrid vehicles, solar, wireless] infrastructure, aerospace and defense, medical, smart energy, and wireless networking.

In these markets we leverage our scale, intellectual property, and worldwide distribution network, which spans over [removed: 3,200] [added: 6,000] customers and over [removed: 2,500] [added: 3,000] analog components.

The combination of agile, flexible capacity and world-class module manufacturing and scale advantage allows us to achieve low product costs while integrating multiple technologies into highly sophisticated multi-chip [removed: modules.][added: modules and helping to ensure stable supply to our global customer base.]

We consider our people and corporate culture to be a [removed: major] competitive advantage and a key [removed: driver] [added: component] of our [removed: overall] [added: corporate] strategy.

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

- LED Drivers: devices which regulate the current through a [removed: light emitting] [added: light-emitting] diode or string of diodes for the purpose of creating light

- [removed: Low Noise] [added: Low-Noise] Amplifiers: devices used to reduce system noise figure in the receive chain

Our products are sold globally through a direct sales force, electronic component [removed: distributors] [added: distributors,] and independent sales representatives.

We also employ a collaborative approach in developing these relationships by combining the support of our design teams, applications engineers, manufacturing personnel, sales and marketing [removed: staff] [added: staff,] and senior management.

In the fiscal years ended October [added: 1, 2021 (“fiscal 2021”), October] 2, 2020 (“fiscal 2020”), [added: and] September 27, 2019 (“fiscal 2019”), [removed: and September 28, 2018 (“fiscal 2018”), Apple Inc. (“Apple”),] [added: Apple,] through sales to multiple [removed: distributors,] [added: distributors and] contract manufacturers [removed: and direct sales] for multiple applications including smartphones, tablets, desktop and notebook computers, watches, and other devices, constituted more than ten percent of our net revenue.

For further information regarding customer concentrations see Note [removed: 14] [added: 15] to Item 8 of this Annual Report on Form 10-K.

We believe that our intellectual property, including patents, patent applications, trade [removed: secrets] [added: secrets,] and trademarks, is of material importance to our business.

In addition to protecting our intellectual property, we strive to strengthen our intellectual property portfolio to enhance our ability to obtain cross-licenses of intellectual property from others, to obtain access to intellectual property we do not [removed: possess] [added: possess,] and to more favorably resolve potential intellectual property claims against us.

We participate in highly competitive markets against numerous competitors that may be able to adapt more quickly than we can to new or emerging technologies and changes in [added: customer requirements, or may be able to devote greater resources to the development, promotion, and sale of their products than we can.]

We invested [removed: $464.1] [added: $532.3] million, [removed: $424.1] [added: $464.1] million, and [removed: $404.5] [added: $424.1] million in research and development during fiscal [removed: 2020,] [added: 2021,] fiscal [removed: 2019,] [added: 2020,] and fiscal [removed: 2018,] [added: 2019,] respectively.

Our research and development expenses include new product development and innovations in integrated circuit design, investment in advanced semiconductor manufacturing processes, development of new packaging and test [removed: capabilities] [added: capabilities,] and research on next generation technologies and product opportunities.

However, there are limited situations where we procure certain components and services for our products from single or limited sources, and we are currently dependent on a limited number of [removed: sole source] [added: sole-source] suppliers.

In July 2021, we acquired the Infrastructure and Automotive business of Silicon Laboratories Inc. (the “Acquisition”).

The Acquisition accelerates our expansion into high-growth market segments, including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication, data center, automotive, smart home, and several other applications.

A widening range of use cases is driving an insatiable demand for ubiquitous wireless data across a broad array of applications, including remote work, entertainment, fitness, virtual education and meetings, telemedicine, factory automation, connected cars, mobile internet, cloud gaming, and AR/VR technology.

We are diversifying our business by expanding our addressable markets and broadening our product portfolio to reach a wider array of global customers.

We believe our manufacturing scale, broad product portfolio, strong profitability, and consistent cash flow generation position us to provide superior results and strong returns to our shareholders.

Our extensive product portfolio includes:

- Automotive Tuners and Digital Radios: tuners, data receivers, and digital radio coprocessors used in automotive infotainment systems

- Digital Power Isolators: energy efficient solutions used in industrial control, solar inverters and hybrid/electric automotive drive trains

- Timing Devices: wireless clocks and oscillators used in optical networking, data center and wireless base stations

As of October 1, 2021:

In August 2018, we acquired Avnera Corporation (“Avnera”) and expanded our leadership in wireless connectivity by adding ultra-low power analog circuits to enable smart interfaces via acoustic signal processing, sensors, and integrated software.

The acquisition of Avnera enables us to capitalize on the rapid proliferation of audio functionality and its convergence with our advanced connectivity solutions.

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, enterprise, and high-end consumer markets.

Wireless connectivity is exploding on a global basis.

The transition from 4G to 5G has just started, and according to a June 2020 Ericsson “Mobility Report,” there are expected to be 2.8 billion mobile 5G subscriptions globally by the end of 2025.

From smart homes to the smart grid and from industrial to wearables, the number of connected devices is rapidly proliferating.

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

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

By leveraging core analog and mixed signal technologies, we are expanding our family of solutions to a set of increasingly diverse end markets and customers.

We seek to generate financial returns that are comparable to a highly diversified analog semiconductor company.

Given our product volume and overall utilization we strive to achieve a best-in-class return on investment and operating income to reward shareholders.

Our product portfolio consists of various solutions, including:

Certain distributors have agreements with us which allow for certain sales returns, stock rotations and price protection on certain inventory if we lower the price of those products (see “Critical Accounting Estimates” in Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to Item 8 of this Annual Report on Form 10-K for further detail on revenue reserves).

As such, we strive to expand the scope of our customer relationship to include design, engineering, manufacturing, procurement, logistics, and project management.

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

Erosion of average selling prices of established products is typical of the semiconductor industry.

Consistent with trends in the industry, we anticipate that average selling prices for our established products will continue to decline over time.

We mitigate the gross margin impact of declining average selling prices with efforts to increase unit volumes, reduce material costs and lower manufacturing costs of existing products and by introducing new and higher value-added products.

Such amounts are reviewed and included in our contractual obligations and commitments as required.

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

As of October 2, 2020:

The information set forth under Note [removed: 11] [added: 12] of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K is incorporated herein by reference.

For the fiscal year ended October [removed: 2, 2020][added: 1, 2021]

| [removed: (949)] | | | [removed: | | |] [added: (949)] | | | 231-3000 | | | | | |

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

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 [removed: March 27, 2020)] [added: April 2, 2021)] was approximately [removed: $14.5] [added: $30.9] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of November [removed: 11, 2020,] [added: 18, 2021,] was [removed: 166,081,720.][added: 165,387,253.]

| Part III | | | | | | Portions of the Registrant’s Proxy Statement relating to the Registrant’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders (to be filed) are incorporated by reference into Items 10, 11, 12, 13, and 14 of this Annual Report on Form 10-K. | | |

FOR THE YEAR ENDED OCTOBER [removed: 2, 2020][added: 1, 2021]

| [removed: PART I] [added: [PART I](#id5092269004c4fa388536604625f60fe_13)] | | | | | |

| [removed: ITEM] [added: [ITEM] 1: [removed: BUSINESS.] [added: BUSINESS.](#id5092269004c4fa388536604625f60fe_16)] | | | [removed: [5](#ie3b6af8d99c84f7185ec4f34bc7be6a1_16)] [added: [5](#id5092269004c4fa388536604625f60fe_16)] | | |

| [removed: ITEM] [added: [ITEM] 1A: RISK [removed: FACTORS.] [added: FACTORS.](#id5092269004c4fa388536604625f60fe_19)] | | | [removed: [11](#ie3b6af8d99c84f7185ec4f34bc7be6a1_1668)] [added: [11](#id5092269004c4fa388536604625f60fe_19)] | | |

| [removed: ITEM] [added: [ITEM] 1B: UNRESOLVED STAFF [removed: COMMENTS.] [added: COMMENTS.](#id5092269004c4fa388536604625f60fe_22)] | | | [removed: [25](#ie3b6af8d99c84f7185ec4f34bc7be6a1_22)] [added: [26](#id5092269004c4fa388536604625f60fe_22)] | | |

| [removed: ITEM] [added: [ITEM] 2: [removed: PROPERTIES.] [added: PROPERTIES.](#id5092269004c4fa388536604625f60fe_25)] | | | [removed: [25](#ie3b6af8d99c84f7185ec4f34bc7be6a1_25)] [added: [26](#id5092269004c4fa388536604625f60fe_25)] | | |

| [removed: ITEM] [added: [ITEM] 3: LEGAL [removed: PROCEEDINGS.] [added: PROCEEDINGS.](#id5092269004c4fa388536604625f60fe_28)] | | | [removed: [25](#ie3b6af8d99c84f7185ec4f34bc7be6a1_28)] [added: [26](#id5092269004c4fa388536604625f60fe_28)] | | |

| [removed: ITEM] [added: [ITEM] 4: MINE SAFETY [removed: DISCLOSURES.] [added: DISCLOSURES](#id5092269004c4fa388536604625f60fe_31).] | | | [removed: [25](#ie3b6af8d99c84f7185ec4f34bc7be6a1_31)] [added: [26](#id5092269004c4fa388536604625f60fe_31)] | | |

| [removed: PART II] [added: [PART II](#id5092269004c4fa388536604625f60fe_34)] | | | | | |

| [removed: ITEM] [added: [ITEM] 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER [removed: MATTERS] [added: MATTERS,] AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.] [added: SECURITIES.](#id5092269004c4fa388536604625f60fe_37)] | | | [removed: [25](#ie3b6af8d99c84f7185ec4f34bc7be6a1_37)] [added: [26](#id5092269004c4fa388536604625f60fe_37)] | | |

| [removed: ITEM] [added: [ITEM] 6: SELECTED FINANCIAL [removed: DATA.] [added: DATA.](#id5092269004c4fa388536604625f60fe_40)] | | | [removed: [27](#ie3b6af8d99c84f7185ec4f34bc7be6a1_40)] [added: [28](#id5092269004c4fa388536604625f60fe_40)] | | |

| [removed: ITEM] [added: [ITEM] 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.] [added: OPERATIONS.](#id5092269004c4fa388536604625f60fe_43)] | | | [removed: [28](#ie3b6af8d99c84f7185ec4f34bc7be6a1_43)] [added: [29](#id5092269004c4fa388536604625f60fe_43)] | | |

| [removed: ITEM] [added: [ITEM] 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK.] [added: RISK.](#id5092269004c4fa388536604625f60fe_61)] | | | [removed: [33](#ie3b6af8d99c84f7185ec4f34bc7be6a1_61)] [added: [35](#id5092269004c4fa388536604625f60fe_61)] | | |

| [removed: ITEM 8: FINANCIAL] [ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#ie3b6af8d99c84f7185ec4f34bc7be6a1_64) AND SUPPLEMENTARY DATA.] [added: DATA.](#id5092269004c4fa388536604625f60fe_64)] | | | [removed: [35](#ie3b6af8d99c84f7185ec4f34bc7be6a1_64)] [added: [36](#id5092269004c4fa388536604625f60fe_64)] | | |

| [removed: ITEM] [added: [ITEM] 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE.] [added: DISCLOSURE.](#id5092269004c4fa388536604625f60fe_148)] | | | [removed: [62](#ie3b6af8d99c84f7185ec4f34bc7be6a1_154)] [added: [65](#id5092269004c4fa388536604625f60fe_148)] | | |

| [removed: ITEM] [added: [ITEM] 9A: CONTROLS AND [removed: PROCEDURES.] [added: PROCEDURES.](#id5092269004c4fa388536604625f60fe_151)] | | | [removed: [62](#ie3b6af8d99c84f7185ec4f34bc7be6a1_157)] [added: [65](#id5092269004c4fa388536604625f60fe_151)] | | |

| [removed: ITEM] [added: [ITEM] 9B: OTHER [removed: INFORMATION.] [added: INFORMATION.](#id5092269004c4fa388536604625f60fe_154)] | | | [removed: [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_160)] [added: [66](#id5092269004c4fa388536604625f60fe_154)] | | |

| [removed: PART III] [added: [PART III](#id5092269004c4fa388536604625f60fe_157)] | | | | | |

| [removed: ITEM] [added: [ITEM] 10: DIRECTORS, EXECUTIVE [removed: OFFICERS] [added: OFFICERS,] AND CORPORATE [removed: GOVERNANCE.] [added: GOVERNANCE.](#id5092269004c4fa388536604625f60fe_160)] | | | [removed: [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_166)] [added: [66](#id5092269004c4fa388536604625f60fe_160)] | | |

| [removed: ITEM] [added: [ITEM] 11: EXECUTIVE [removed: COMPENSATION.] [added: COMPENSATION.](#id5092269004c4fa388536604625f60fe_163)] | | | [removed: [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_169)] [added: [66](#id5092269004c4fa388536604625f60fe_163)] | | |

| [removed: ITEM] [added: [ITEM] 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS.] [added: MATTERS.](#id5092269004c4fa388536604625f60fe_166)] | | | [removed: [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_172)] [added: [66](#id5092269004c4fa388536604625f60fe_166)] | | |

| [removed: ITEM] [added: [ITEM] 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE.] [added: INDEPENDENCE.](#id5092269004c4fa388536604625f60fe_169)] | | | [removed: [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_175)] [added: [66](#id5092269004c4fa388536604625f60fe_169)] | | |

| [removed: ITEM] [added: [ITEM] 14: PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES.] [added: SERVICES.](#id5092269004c4fa388536604625f60fe_172)] | | | [removed: [63](#ie3b6af8d99c84f7185ec4f34bc7be6a1_178)] [added: [67](#id5092269004c4fa388536604625f60fe_172)] | | |

| [removed: ITEM] [added: [ITEM] 15: EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES.] [added: SCHEDULES.](#id5092269004c4fa388536604625f60fe_178)] | | | [removed: [64](#ie3b6af8d99c84f7185ec4f34bc7be6a1_184)] [added: [68](#id5092269004c4fa388536604625f60fe_178)] | | |

| [removed: ITEM] [added: [ITEM] 16: FORM 10-K [removed: SUMMARY] [added: SUMMARY](#id5092269004c4fa388536604625f60fe_181)] | | | [removed: [64](#ie3b6af8d99c84f7185ec4f34bc7be6a1_187)] [added: [68](#id5092269004c4fa388536604625f60fe_181)] | | |

- our plans to develop and market new products, [removed: enhancements] [added: enhancements,] or technologies and the timing of these development and marketing plans;

Consequently, forward-looking statements involve inherent risks and [removed: uncertainties] [added: uncertainties,] and actual financial results and outcomes may differ materially and adversely from the results and outcomes discussed in or anticipated by the forward-looking statements.

In addition, projections, [removed: assumptions] [added: assumptions,] and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

In addition, the following is a list of industry [removed: standards] [added: terms] that may be referenced throughout the document:

- MIMO (Multiple In, Multiple Out): a method for multiplying the capacity of a radio link using multiple transmission and receiving antennas to exploit multipath propagation; more commonly, it refers to LTE, 5G, and Wi-Fi [removed: techniques to send more than one data signal (also known as data layers) with encoded information to increase capacity in modern telecommunications systems]

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

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

| [PART IV](#id5092269004c4fa388536604625f60fe_175) | | | | | |

| [SIGNATURES](#id5092269004c4fa388536604625f60fe_187) | | | [72](#id5092269004c4fa388536604625f60fe_187) | | |

techniques to send more than one data signal (also known as data layers) with encoded information to increase capacity in modern telecommunications systems

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

| PART IV | | | | | |

| [SIGNATURES](#ie3b6af8d99c84f7185ec4f34bc7be6a1_193) | | | [67](#ie3b6af8d99c84f7185ec4f34bc7be6a1_193) | | |

- BiFET (Bipolar Field Effect Transistor): integrates indium gallium phosphide–based heterojunction bipolar transistors with field effect transistors on the same gallium arsenide substrate

- CMOS (Complementary Metal Oxide Semiconductor): a technology of constructing integrated circuits

- GaAs (Gallium Arsenide): a compound of the elements gallium and arsenic that is used in the production of semiconductors

- HBT (Heterojunction Bipolar Transistor): a type of bipolar junction transistor which uses differing semiconductor materials for the emitter and base regions, creating a heterojunction

- LTE (Long Term Evolution): 4th generation (“4G”) radio technologies designed to increase the capacity and speed of mobile telephone networks

- pHEMT (Pseudomorphic High Electron Mobility Transistor): a type of field effect transistor incorporating a junction between two materials with different band gaps

- SOI (Silicon On Insulator): technology refers to the use of layered silicon-insulator-silicon substrate in place of conventional silicon substrates in semiconductor manufacturing

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

We maintain our primary executive offices in Irvine, California.

We have executive offices in Irvine, California, and Woburn, Massachusetts.

The number of stockholders of record of our common stock as of November [removed: 2, 2020,] [added: 4, 2021,] was [removed: 10,419.][added: 9,729.]

On November [removed: 2, 2020,] [added: 4, 2021,] the Company announced that the Board of Directors had declared a cash dividend of [removed: $0.50] [added: $0.56] per share of common stock, payable on December [removed: 10, 2020,] [added: 14, 2021,] to stockholders of record as of November [removed: 19, 2020.][added: 23, 2021.]

Future cash dividends may be affected by, among other items, our views on potential future capital requirements, including those relating to research and development, creation and expansion of sales distribution channels and investments and acquisitions, legal risks, stock repurchase programs, debt [removed: issuance,] [added: issuances and repayments,] changes in federal and state income tax [removed: law] [added: law,] and changes to our business model.

The following table provides information regarding repurchases of common stock made during the fiscal quarter ended October [removed: 2, 2020:][added: 1, 2021:]

(1) [removed: The stock repurchase program approved by the] [added: We announced on January 28, 2021, that our] Board of Directors [added: had approved a stock repurchase program] on January [removed: 30, 2019,] [added: 26, 2021, which] authorizes the repurchase of up to $2.0 billion of our common stock from time to time on the open market or in privately negotiated transactions as permitted by securities laws and other legal [removed: requirements.][added: requirements and which expires on January 26, 2023.]

| 7/3/21-7/30/21 | | | — | | | | | | — | | | — | | | $2.0 billion | | |

| 7/31/21-8/27/21 | | | 9,117 | | | (2) | | | $180.66 | | | — | | | $2.0 billion | | |

| 8/28/21-10/1/21 | | | — | | | | | | — | | | — | | | $2.0 billion | | |

| | | | 9,117 | | | | | | | | | — | | | | | |

| 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 | | | | | |

The January 30, 2019, stock repurchase program replaced in its entirety the January 31, 2018, plan and is scheduled to expire on January 30, 2021.

(3) 627,437 shares were repurchased at an average price of $142.12 per share as part of our stock repurchase program, and 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 $146.09 per share.

(4) 1,025,231 shares were repurchased at an average price of $138.42 per share as part of our stock repurchase program, and 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 $142.76 per share.

The information set forth below for the five years ended 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.

Our fiscal year ends on the Friday closest to September 30.

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

Fiscal 2019, 2018, 2017, and 2016 each consisted of 52 weeks and ended on September 27, 2019, September 28, 2018, September 29, 2017, and September 30, 2016, respectively.

The following table represents the selected financial data (in millions, except per share data):

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

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

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

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

| Net revenue | | | $ | 3,355.7 | | | | | $ | 3,376.8 | | | | | $ | 3,868.0 | | | | | $ | 3,651.4 | | | | | $ | 3,289.0 | |

| Operating income | | | $ | 891.8 | | | | | $ | 952.0 | | | | | $ | 1,319.3 | | | | | $ | 1,253.8 | | | | | $ | 1,118.7 | |

| Operating margin | | | 26.6 | | % | | | | 28.2 | | % | | | | 34.1 | | % | | | | 34.3 | | % | | | | 34.0 | | % |

| Net income | | | $ | 814.8 | | | | | $ | 853.6 | | | | | $ | 918.4 | | | | | $ | 1,010.2 | | | | | $ | 995.2 | |

| Earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 4.84 | | | | | $ | 4.92 | | | | | $ | 5.06 | | | | | $ | 5.48 | | | | | $ | 5.27 | |

| Diluted | | | $ | 4.80 | | | | | $ | 4.89 | | | | | $ | 5.01 | | | | | $ | 5.41 | | | | | $ | 5.18 | |

| Cash dividends declared per share | | | $ | 1.82 | | | | | $ | 1.58 | | | | | $ | 1.34 | | | | | $ | 1.16 | | | | | $ | 1.06 | |

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

| Balance Sheet Data: | | | October 2, 2020 | | | | | | September 27, 2019 | | | | | | September 28, 2018 | | | | | | September 29, 2017 | | | | | | September 30, 2016 | | |

| Working capital | | | $ | 1,869.2 | | | | | $ | 1,860.6 | | | | | $ | 1,872.5 | | | | | $ | 2,245.8 | | | | | $ | 1,791.9 | |

| Property, plant, and equipment, net | | | $ | 1,249.5 | | | | | $ | 1,205.6 | | | | | $ | 1,140.9 | | | | | $ | 882.3 | | | | | $ | 806.3 | |

| Total assets | | | $ | 5,106.7 | | | | | $ | 4,839.6 | | | | | $ | 4,828.9 | | | | | $ | 4,573.6 | | | | | $ | 3,855.4 | |

| Stockholders’ equity | | | $ | 4,164.2 | | | | | $ | 4,122.3 | | | | | $ | 4,097.0 | | | | | $ | 4,065.7 | | | | | $ | 3,541.4 | |

____________

(1) Fiscal 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 on the Entity List in May 2019.

(2) Fiscal 2018 net income and earnings per share include a one-time charge of $224.6 million related to the mandatory deemed repatriation tax on foreign earnings and a one-time charge of $18.3 million related to the revaluation of deferred tax assets and liabilities at the new corporate tax rate, as a result of the Tax Reform Act.

(3) Fiscal 2016 net income and earnings per share include other income of $88.5 million related to the receipt of a merger termination fee in November 2015 in connection with the termination by PMC-Sierra, Inc. (“PMC”), of the Amended and Restated Agreement and Plan of Merger that we had entered into with PMC in October 2015.

| (1) | | | [removed: Report] [added: [Report] of Independent Registered Public Accounting [removed: Firm] [added: Firm](#id5092269004c4fa388536604625f60fe_67)] | | | Page [removed: [36](#ie3b6af8d99c84f7185ec4f34bc7be6a1_67)] [added: [37](#id5092269004c4fa388536604625f60fe_67)] | | |

| (2) | | | [Consolidated Statements of Operations for the three years ended October [removed: 2, 2020](#ie3b6af8d99c84f7185ec4f34bc7be6a1_70)] [added: 1, 2021](#id5092269004c4fa388536604625f60fe_70)] | | | Page [removed: [38](#ie3b6af8d99c84f7185ec4f34bc7be6a1_70)] [added: [39](#id5092269004c4fa388536604625f60fe_70)] | | |

| (3) | | | [Consolidated Statements of Comprehensive Income for the three years ended October [removed: 2, 2020](#ie3b6af8d99c84f7185ec4f34bc7be6a1_73)] [added: 1, 2021](#id5092269004c4fa388536604625f60fe_73)] | | | Page [removed: [39](#ie3b6af8d99c84f7185ec4f34bc7be6a1_73)] [added: [40](#id5092269004c4fa388536604625f60fe_73)] | | |

| (4) | | | [Consolidated Balance Sheets at October [removed: 2, 2020,] [added: 1, 2021,] and [removed: September 27, 2019](#ie3b6af8d99c84f7185ec4f34bc7be6a1_76)] [added: October 2, 2020](#id5092269004c4fa388536604625f60fe_76)] | | | Page [removed: [40](#ie3b6af8d99c84f7185ec4f34bc7be6a1_76)] [added: [41](#id5092269004c4fa388536604625f60fe_76)] | | |

| (5) | | | [Consolidated Statements of Cash Flows for the three years ended October [removed: 2, 2020](#ie3b6af8d99c84f7185ec4f34bc7be6a1_82)] [added: 1, 2021](#id5092269004c4fa388536604625f60fe_82)] | | | Page [removed: [41](#ie3b6af8d99c84f7185ec4f34bc7be6a1_82)] [added: [42](#id5092269004c4fa388536604625f60fe_82)] | | |

| (6) | | | [Consolidated Statements of Stockholders’ Equity for the three years ended October [removed: 2, 2020](#ie3b6af8d99c84f7185ec4f34bc7be6a1_85)] [added: 1, 2021](#id5092269004c4fa388536604625f60fe_85)] | | | [removed: Page[42](#ie3b6af8d99c84f7185ec4f34bc7be6a1_85)] [added: Page [43](#id5092269004c4fa388536604625f60fe_85)] | | |

| (7) | | | Notes to Consolidated Financial Statements | | | Page [removed: [43](#ie3b6af8d99c84f7185ec4f34bc7be6a1_88)] [added: [44](#id5092269004c4fa388536604625f60fe_88)] through [removed: [60](#ie3b6af8d99c84f7185ec4f34bc7be6a1_151)] [added: [63](#id5092269004c4fa388536604625f60fe_1575)] | | |

We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries (the Company) as of October [removed: 2, 2020] [added: 1, 2021] and [removed: September 27, 2019,] [added: October 2, 2020,] the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three-year period ended October [removed: 2, 2020,] [added: 1, 2021,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of October [removed: 2, 2020,] [added: 1, 2021,] based on criteria established in *Internal Control – 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 October [removed: 2, 2020] [added: 1, 2021] and [removed: September 27, 2019,] [added: October 2, 2020,] and the results of its operations and its cash flows for each of the years in the three-year period ended October [removed: 2, 2020,] [added: 1, 2021,] 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 October [removed: 2, 2020] [added: 1, 2021] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: 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 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.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s [removed: unrecognized tax benefit] [added: acquisition-date fair value] process, including controls over the [removed: interpretation of domestic and international tax laws] [added: forecasted revenue growth rates] and [removed: regulations.][added: the discount rate.]

| | | | October [removed: 2, 2020] [added: 1, 2021] | | | | | | [removed: September 27, 2019] [added: October 2, 2020] | | | | | | September [removed: 28, 2018] [added: 27, 2019] | | |

| Net revenue | | | $ | [removed: 3,355.7] [added: 5,109.1] | | | | | $ | [removed: 3,376.8] [added: 3,355.7] | | | | | $ | [removed: 3,868.0] [added: 3,376.8] | |

| Cost of goods sold | | | [removed: 1,742.8] [added: 2,596.7] | | | | | | [removed: 1,773.0] [added: 1,742.8] | | | | | | [removed: 1,917.3] [added: 1,773.0] | | |

| Gross profit | | | [removed: 1,612.9] [added: 2,512.4] | | | | | | [removed: 1,603.8] [added: 1,612.9] | | | | | | [removed: 1,950.7] [added: 1,603.8] | | |

| Research and development | | | [removed: 464.1] [added: 532.3] | | | | | | [removed: 424.1] [added: 464.1] | | | | | | [removed: 404.5] [added: 424.1] | | |

| Selling, general, and administrative | | | [removed: 231.4] [added: 322.5] | | | | | | [removed: 198.3] [added: 231.4] | | | | | | [removed: 207.8] [added: 198.3] | | |

| Amortization of intangibles | | | [removed: 11.8] [added: 36.0] | | | | | | [removed: 22.6] [added: 11.8] | | | | | | [removed: 18.3] [added: 22.6] | | |

| Restructuring, impairment, and other charges | | | [removed: 13.8] [added: 8.9] | | | | | | [removed: 6.8] [added: 13.8] | | | | | | [removed: 0.8] [added: 6.8] | | |

| Total operating expenses | | | [removed: 721.1] [added: 899.7] | | | | | | [removed: 651.8] [added: 721.1] | | | | | | [removed: 631.4] [added: 651.8] | | |

| Operating income | | | [removed: 891.8] [added: 1,612.7] | | | | | | [removed: 952.0] [added: 891.8] | | | | | | [removed: 1,319.3] [added: 952.0] | | |

| Other income (expense), net | | | [removed: (0.1)] [added: (0.6)] | | | | | | [removed: 9.0] [added: (0.1)] | | | | | | [removed: 12.8] [added: 9.0] | | |

| Income before income taxes | | | [removed: 891.7] [added: 1,598.7] | | | | | | [removed: 961.0] [added: 891.7] | | | | | | [removed: 1,332.1] [added: 961.0] | | |

| Provision for income taxes | | | [removed: 76.9] [added: 100.4] | | | | | | [removed: 107.4] [added: 76.9] | | | | | | [removed: 413.7] [added: 107.4] | | |

| Net income | | | $ | [removed: 814.8] [added: 1,498.3] | | | | | $ | [removed: 853.6] [added: 814.8] | | | | | $ | [removed: 918.4] [added: 853.6] | |

| Basic | | | $ | [removed: 4.84] [added: 9.07] | | | | | $ | [removed: 4.92] [added: 4.84] | | | | | $ | [removed: 5.06] [added: 4.92] | |

| Diluted | | | $ | [removed: 4.80] [added: 8.97] | | | | | $ | [removed: 4.89] [added: 4.80] | | | | | $ | [removed: 5.01] [added: 4.89] | |

| Basic | | | [removed: 168.5] [added: 165.2] | | | | | | [removed: 173.5] [added: 168.5] | | | | | | [removed: 181.3] [added: 173.5] | | |

| Diluted | | | [removed: 169.9] [added: 167.0] | | | | | | [removed: 174.5] [added: 169.9] | | | | | | [removed: 183.2] [added: 174.5] | | |

| Other comprehensive [removed: income (loss),] [added: income,] net of tax | | | | | | | | | | | | | | | | | |

| Fair value of investments | | | [removed: 0.1] [added: (0.5)] | | | | | | [removed: 0.3] [added: 0.1] | | | | | | [removed: (0.1)] [added: 0.3] | | |

| Pension adjustments | | | [removed: —] [added: 0.4] | | | | | | [removed: 0.5] [added: —] | | | | | | [removed: —] [added: 0.5] | | |

| Comprehensive income | | | $ | [removed: 814.9] [added: 1,498.2] | | | | | $ | [removed: 854.4] [added: 814.9] | | | | | $ | [removed: 918.1] [added: 854.4] | |

| | | | October [added: 1, 2021 | | | | | | October] 2, 2020 | | | | | | September 27, 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 566.7] [added: 882.9] | | | | | $ | [removed: 851.3] [added: 566.7] | |

| Marketable securities | | | [removed: 408.1] [added: 137.2] | | | | | | [removed: 203.3] [added: 408.1] | | |

| Inventory | | | [removed: 806.0] [added: 885.0] | | | | | | [removed: 609.7] [added: 806.0] | | |

| Other current assets | | | [removed: 143.2] [added: 204.1] | | | | | | [removed: 105.0] [added: 178.4] | | |

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,

*Evaluation of the acquisition-date fair value of developed technology and in-process research and development intangible assets*

As discussed in Note 3 to the consolidated financial statements, on July 26, 2021, the Company acquired the Infrastructure and Automotive business of Silicon Laboratories, Inc. (the “Asset Purchase”).

As a result of the Asset Purchase, the Company acquired tangible and intangible net assets, including developed technology and in-process research and development (IPR&D) with an estimated fair value of $960.1 million and $591.1 million, respectively.

We identified the evaluation of the acquisition-date fair value of developed technology and IPR&D acquired in the Asset Purchase as a critical audit matter.

Subjective auditor judgment was required to evaluate the forecasted revenue growth rates and discount rate used in the valuation model to calculate the acquisition-date fair value of the developed technology and IPR&D.

Limited observable market information was available, and the fair value of the developed technology and IPR&D was sensitive to changes to these assumptions.

We evaluated the forecasted revenue growth rates used to determine the fair value of acquired developed technology and IPR&D in relation to the past performance of the acquired business as well as current industry forecasts.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rate, by comparing it against a discount rate that was developed using publicly available market data for comparable entities.

November 24, 2021

| Interest expense | | | (13.4) | | | | | | — | | | | | | — | | |

| Net income | | | $ | 1,498.3 | | | | | $ | 814.8 | | | | | $ | 853.6 | |

| Receivables, net of allowances of $0.7 and $0.6, respectively | | | 756.2 | | | | | | 358.5 | | |

| Long-term debt | | | 2,235.6 | | | | | | — | | |

| Net income | | | $ | 1,498.3 | | | | | $ | 814.8 | | | | | $ | 853.6 | |

| Amortization of debt discount and issuance costs | | | 1.1 | | | | | | — | | | | | | — | | |

| Receivables, net | | | (397.7) | | | | | | 76.8 | | | | | | 228.8 | | |

| Proceeds from issuance of long-term debt, net | | | 2,488.2 | | | | | | — | | | | | | — | | |

| Debt financing costs | | | (5.8) | | | | | | — | | | | | | — | | |

| Payments of debt | | | (250.0) | | | | | | — | | | | | | — | | |

| Interest paid | | | $ | 2.2 | | | | | $ | — | | | | | $ | — | |

| Incentives paid in common stock | | | $ | 27.5 | | | | | $ | — | | | | | $ | 0.7 | |

| Retirement of treasury stock | | | $ | 4,342.6 | | | | | $ | — | | | | | $ | — | |

| Stock repurchase program | | | (1.4) | | | | | | (0.4) | | | | | | 1.4 | | | | | | (195.6) | | | | | | 0.4 | | | | | | — | | | | | | — | | | | | | (195.6) | | |

| Retirement of treasury stock | | | — | | | | | | — | | | | | | (68.5) | | | | | | 4,342.6 | | | | | | (3,550.3) | | | | | | (792.3) | | | | | | — | | | | | | — | | |

| Balance at October 1, 2021 | | | 165.3 | | | | | | $ | 41.3 | | | | | — | | | | | | $ | (1.7) | | | | | $ | 79.6 | | | | | $ | 5,185.8 | | | | | $ | (7.9) | | | | | $ | 5,297.1 | |

Business Combinations

The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed at their fair values on the date acquired.

Goodwill represents the excess of the purchase price over the fair value of the acquired identifiable net assets.

The fair values of the assets and liabilities acquired are determined based upon the Company’s valuation using a combination of market, income, or cost approaches.

The valuation involves making significant estimates and assumptions, which are based on detailed financial models including the projection of future cash flows, the weighted average cost of capital, and any cost savings that are expected to be derived in the future from the viewpoint of a market participant.

income in the years in which those temporary differences are expected to be recovered or settled.

Treasury Stock

The Company accounts for treasury stock using the cost method.

The Company accounts for the retirement of treasury stock by charging any excess of cost over par value as a deduction from additional paid-in capital and the remaining excess as a deduction to retained earnings on the consolidated balance sheets.

Retired treasury shares revert to the status of authorized but unissued shares.

Recently Issued Accounting Guidance

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued an accounting standards update that simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation and modified the methodology for calculating income taxes in an interim period.

The guidance also clarifies and simplifies other aspects of the accounting for income taxes.

The guidance is effective for the Company beginning in the first quarter of fiscal 2022.

A company’s internal control over financial reporting

*Assessment of the Gross Unrecognized Tax Benefits*

As discussed in Notes 2 and 8 to the consolidated financial statements, the Company has recorded gross unrecognized tax benefits of $117.6 million in domestic and foreign jurisdictions as of October 2, 2020.

The Company records unrecognized tax benefits when there is more than a 50% likelihood that its tax positions will not be sustained upon examination by the taxing authorities.

This determination requires management of the 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 judgment involved in evaluating the Company’s interpretation of domestic and international tax laws and regulations, including the need to involve professionals with specialized skills and knowledge.

We involved domestic and international tax professionals with specialized skills and knowledge, who assisted in:

–assessing the Company’s ongoing compliance with applicable domestic and international tax laws and regulations,

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

–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

–evaluating the Company’s interpretation of domestic and international tax laws and regulations based on our understanding and interpretation of the domestic and international tax laws and regulations.

November 16, 2020

| Cash dividends declared and paid per share | | | $ | 1.82 | | | | | $ | 1.58 | | | | | $ | 1.34 | |

| Foreign currency translation adjustment | | | — | | | | | | — | | | | | | (0.2) | | |

| Receivables, net of allowance of $0.6 and $0.8, respectively | | | 393.6 | | | | | | 465.3 | | |

| Receivables, net | | | 71.7 | | | | | | 190.5 | | | | | | (193.8) | | |

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

| Balance at September 29, 2017 | | | 183.1 | | | | | | $ | 45.8 | | | | | 42.9 | | | | | | $ | (1,925.0) | | | | | $ | 2,893.8 | | | | | $ | 3,059.6 | | | | | $ | (8.5) | | | | | $ | 4,065.7 | |

| Stock repurchase program | | | (7.7) | | | | | | (1.9) | | | | | | 7.7 | | | | | | (759.5) | | | | | | 1.9 | | | | | | — | | | | | | — | | | | | | (759.5) | | |

The Company determines the fair value of share-based option awards based on the Company’s closing stock price on the date of grant using a Black-Scholes options pricing model.

Under the Black-Scholes model, a number of variables are used including, but not limited to: the expected stock price volatility over the term of the award, the risk-free rate, the expected life of the award and dividend yield.

resulting in additional income tax expense in its Consolidated Statement of Operations.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”).

This ASU requires lessees to reflect leases with a term greater than one year on their balance sheet as assets and obligations.

The Company adopted the standard in the first quarter of fiscal 2020, using the modified retrospective approach, whereby the Company was not required to adjust comparative period financial statements for the new standard.

Upon adoption, the Company recorded an ROU asset of $141.4 million and a lease liability of $143.1 million.

This standard did not have a material impact on the Consolidated Statement of Operations or Consolidated Statement of Cash Flows.

Upon adoption, the Company elected the package of three practical expedients that permits the Company to maintain its historical conclusions about lease identification, lease classification and initial direct costs for leases that exist at the date of adoption.

Further, the Company elected the practical expedient to not separate lease and non-lease components.

During fiscal 2020, the Company abandoned a previously capitalized IPR&D project and recorded an impairment charge of $9.8 million.

| Customer relationships | | | 5.0 | | | $ | 18.2 | | | | | $ | (15.8) | | | | | $ | 2.4 | | | | | $ | 25.6 | | | | | $ | (19.5) | | | | | $ | 6.1 | |

| Technology licenses | | | 3.0 | | | 26.3 | | | | | | (14.2) | | | | | | 12.1 | | | | | | $ | 24.9 | | | | | (4.8) | | | | | | 20.1 | | |

Accrued technology licenses payable of $11.5 million and $20.1 million have been included in other current liabilities within the consolidated balance sheets as of October 2, 2020, and September 27, 2019, respectively.

| Amortization expense, cost of goods sold | | | $ | 6.0 | | | | | $ | 0.1 | | | | | $ | 0.1 | | | | | $ | 0.1 | | | | | $ | 0.1 | | | | | $ | 1.7 | |

| Amortization expense, operating expense | | | $ | 17.0 | | | | | $ | 5.0 | | | | | $ | 1.0 | | | | | $ | 1.0 | | | | | $ | 1.0 | | | | | $ | 0.9 | |

| Total amortization expense | | | $ | 23.0 | | | | | $ | 5.1 | | | | | $ | 1.1 | | | | | $ | 1.1 | | | | | $ | 1.1 | | | | | $ | 2.6 | |

| Change of tax rate on deferred taxes | | | — | | | | | | — | | | | | | 18.3 | | |

| Change in tax reserve | | | 10.1 | | | | | | 14.0 | | | | | | 6.7 | | |

| Domestic production activities deduction | | | — | | | | | | — | | | | | | (13.9) | | |

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 October [removed: 2, 2020.][added: 1, 2021.]

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their [removed: objectives] [added: objectives,] and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on management’s evaluation of our disclosure controls and procedures as of October [removed: 2, 2020,] [added: 1, 2021,] 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.

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

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of October [removed: 2, 2020.][added: 1, 2021.]

Based on their assessment, management concluded that, as of October [removed: 2, 2020,] [added: 1, 2021,] the Company’s internal control over financial reporting is effective based on those criteria.

There are no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal [removed: 2020] [added: 2021] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Due to the ongoing COVID-19 pandemic, a significant number of our employees [removed: are now working] [added: perform all or a portion of their work] from home.

PART III

None.

PART III

The information under the captions “Directors and Executive Officers,” “Corporate Governance─Committees of the Board of Directors,” and “Other Matters—Delinquent Section 16(a) Reports,” if applicable, in our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the caption “Information about Executive and Director Compensation” in our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the captions “Certain Relationships and Related Transactions” and “Corporate Governance─Director Independence” in our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the caption “Ratification of Independent Registered Public Accounting Firm—Audit Fees” in our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference.

| Report of Independent Registered Public Accounting Firm | | | | | | Page [removed: [36](#ie3b6af8d99c84f7185ec4f34bc7be6a1_67)] [added: [37](#id5092269004c4fa388536604625f60fe_67)] | | |

| Consolidated Statements of Operations for the three years ended October [removed: 2, 2020] [added: 1, 2021] | | | | | | Page [removed: [38](#ie3b6af8d99c84f7185ec4f34bc7be6a1_70)] [added: [39](#id5092269004c4fa388536604625f60fe_70)] | | |

| Consolidated Statements of Comprehensive Income for the three years ended October [removed: 2, 2020] [added: 1, 2021] | | | | | | Page [removed: [39](#ie3b6af8d99c84f7185ec4f34bc7be6a1_73)] [added: [40](#id5092269004c4fa388536604625f60fe_73)] | | |

| Consolidated Balance Sheets at October [removed: 2, 2020,] [added: 1, 2021,] and [removed: September 27, 2019] [added: October 2, 2020] | | | | | | Page [removed: [40](#ie3b6af8d99c84f7185ec4f34bc7be6a1_76)] [added: [41](#id5092269004c4fa388536604625f60fe_76)] | | |

| Consolidated Statements of Cash Flows for the three years ended October [removed: 2, 2020] [added: 1, 2021] | | | | | | Page [removed: [41](#ie3b6af8d99c84f7185ec4f34bc7be6a1_82)] [added: [42](#id5092269004c4fa388536604625f60fe_82)] | | |

| Consolidated Statements of Stockholders’ Equity for the three years ended October [removed: 2, 2020] [added: 1, 2021] | | | | | | Page [removed: [42](#ie3b6af8d99c84f7185ec4f34bc7be6a1_85)] [added: [43](#id5092269004c4fa388536604625f60fe_85)] | | |

| Notes to Consolidated Financial Statements | | | | | | Pages [removed: [43](#ie3b6af8d99c84f7185ec4f34bc7be6a1_88)] [added: [44](#id5092269004c4fa388536604625f60fe_88)] through [removed: [60](#ie3b6af8d99c84f7185ec4f34bc7be6a1_151)] [added: [63](#id5092269004c4fa388536604625f60fe_1575)] | | |

| 3.2 | | | [Third Amended and Restated By-laws, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412718000011/exh31-thirdamendedandresta.htm) | | | 10-Q | | | 001-05560 | | | 3.1 | | | [removed: 2/5/2018] [added: 4/30/2021] | | | | | |

| 10.8* | | | [Skyworks Solutions, Inc. [added: Amended and Restated] 2015 Long-Term Incentive [removed: Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412719000041/q319exhibit101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412721000050/q321exhibit102.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.1] [added: 10.2] | | | [removed: 8/7/2019] [added: 7/30/2021] | | | | | |

| [removed: 10.12*] [added: 10.12*^] | | | [Fiscal Year [removed: 2020] [added: 2021] Executive Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412720000007/q120exhibit101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412721000013/q121exhibit101.htm)] | | | 10-Q | | | 001-05560 | | | 10.1 | | | [removed: 1/24/2020] [added: 1/29/2021] | | | | | |

| 21 | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex21.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex21.htm)] | | | | | | | | | | | | | | | X | | |

| 23.1 | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010220ex231kpmgcons.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110121ex231kpmgconsent.htm)] | | | | | | | | | | | | | | | X | | |

| 31.1 | | | [Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex311.htm)] | | | | | | | | | | | | | | | X | | |

| 31.2 | | | [Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex312.htm)] | | | | | | | | | | | | | | | X | | |

| 32.1 | | | [Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex321.htm)] | | | | | | | | | | | | | | | X | | |

| 32.2 | | | [Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex322.htm)] | | | | | | | | | | | | | | | X | | |

| [added: Date: November 24, 2021] | | | SKYWORKS SOLUTIONS, INC. | | | | | |

| | | | | | | [removed: President and] [added: Chairman,] Chief Executive Officer [added: and President] | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November [removed: 16, 2020.][added: 24, 2021.]

| [added: Chairman,] Chief Executive Officer [added: and President] | | | | | | [removed: Chairman of the Board] [added: Director] | | |

| [removed: (principal executive officer)] | | | | | | [removed: /s/ Alan S. Batey] [added: (Principal Executive Officer)] | | |

| [added: /s/ Liam K. Griffin] | | | | | | [added: /s/] Alan S. Batey | | |

| Senior Vice President and Chief Financial Officer | | | | | | /s/ [removed: Kevin L. Beebe] [added: Timothy R. Furey] | | |

| [removed: (principal accounting] [added: (Principal Accounting] and [removed: financial officer)] [added: Financial Officer)] | | | | | | [removed: Kevin L. Beebe] [added: Timothy R. Furey] | | |

| 2.1^ | | | [Asset Purchase Agreement, dated as of April 22, 2021, by and between Skyworks Solutions Inc., and Silicon Laboratories Inc.](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921053805/tm2113063d1_ex2-1.htm) | | | 8-K | | | 001-05560 | | | 2.1 | | | 4/22/2021 | | | | | |

| 4.3 | | | [Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921072130/tm2115447d6_ex4-1.htm) | | | 8-K | | | 001-05560 | | | 4.1 | | | 5/26/2021 | | | | | |

| 4.4 | | | [First Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921072130/tm2115447d6_ex4-2.htm) | | | 8-K | | | 001-05560 | | | 4.2 | | | 5/26/2021 | | | | | |

| 4.5 | | | [Second Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921072130/tm2115447d6_ex4-3.htm) | | | 8-K | | | 001-05560 | | | 4.3 | | | 5/26/2021 | | | | | |

| 4.6 | | | [Third Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921072130/tm2115447d6_ex4-4.htm) | | | 8-K | | | 001-05560 | | | 4.4 | | | 5/26/2021 | | | | | |

| 10.19 | | | [Debt Commitment Letter, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and JPMorgan Chase Bank, N.A](https://www.sec.gov/Archives/edgar/data/4127/000110465921053805/tm2113063d1_ex10-1.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 4/22/2021 | | | | | |

| 10.20^ | | | [Term Credit Agreement, dated as of May 21, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-1.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 5/26/2021 | | | | | |

| 10.21^ | | | [Revolving Credit Agreement, dated as of May 21, 2021, among the Company, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-2.htm) | | | 8-K | | | 001-05560 | | | 10.2 | | | 5/26/2021 | | | | | |

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

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

| Exhibit Number | | | Exhibit Description | | | Form | | | Incorporated by Reference | | | | | | | | | Filed Herewith | | |

| File No. | | | Exhibit | | | Filing Date | | | | | | | | | | | | | | |

^ Portions of this exhibit have been omitted because such information is not material and is the type of information that the Registrant treats as private or confidential.

Table of Contents

| Liam K. Griffin | | | | | | Alan S. Batey | | |

| (Principal Executive Officer) | | | | | | | | |

| | | | | | | /s/ Kevin L. Beebe | | |

| | | | | | | Kevin L. Beebe | | |

| | | | | | | | | |

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| 2.1 | | | [Agreement and Plan of Merger dated as of August 3, 2018, by and among the Company, Avnera Corporation, AI Acquisition Corp., and Shareholder Representative Services LLC, solely in its capacity as the representative and agent of the Equityholders](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/exhibit23-mergeragreement.htm) | | | 10-K | | | 001-05560 | | | 2.3 | | | 11/15/2018 | | | | | |

Date: November 16, 2020

| | | | | | | Director | | |

| /s/ Liam K. Griffin | | | | | | /s/ David J. Aldrich | | |

| Liam K. Griffin | | | | | | David J. Aldrich | | |

| President and Director | | | | | | | | |

| | | | | | | /s/ Timothy R. Furey | | |

| | | | | | | Timothy R. Furey | | |