Skyworks Solutions (SWKS) 10-K risk factor changes: FY2022 vs FY2021

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

We may [added: continue to] experience large fluctuations in demand for certain of our products, which could be exacerbated by global supply chain challenges or by a continued or deepening global economic downturn or [removed: recession caused by the pandemic.][added: recession.]

[added: -] In the event that our manufacturing operations in [removed: Mexicali] [added: Mexicali, Mexico,] become subject to significant restrictions or are suspended again, [added: as they were for two weeks in April 2020 pursuant to a government order,] or in the event that one or more of our other facilities is forced to suspend or limit its activities, [removed: 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 again experience reductions in production levels, which would limit our ability to meet customer demand and impact our operating results.

- Over the course of the pandemic, we have implemented certain measures at our facilities worldwide in an effort to protect our employees’ health and [removed: 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),] [added: well-being,] some of which have reduced the overall efficiency of our operations and increased manufacturing costs.

[removed: -] In [added: addition, in] the event we are unable to fulfill our contractual obligations, lawsuits may be threatened or filed against us by customers or other third parties.

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

The degree to which 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, [removed: the timing] and [removed: magnitude of the U.S. government’s economic stimulus efforts, and] how quickly and to what extent normal economic and operating conditions resume.

We have suppliers located outside the United States, [removed: and] [added: including] third-party packaging, assembly, and test facilities and [added: semiconductor] foundries located in the Asia-Pacific region.

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

- [added: global, regional, and] local economic and political conditions, including, but not limited to, social, economic, [added: political,] and [removed: political] [added: supply chain] instability related to the uncertainty regarding the relationships [removed: between] [added: among] the United [removed: States and] [added: States,] China, [added: Taiwan,] Russia, Mexico, North Korea, Middle Eastern countries, other foreign countries, and the international community at large, [removed: and] [added: as well as] related to [added: armed conflicts, such as] the [removed: United Kingdom’s withdrawal from] [added: conflict between Russia and Ukraine, that exist, or in] the [removed: European Union,][added: future could exist, in various jurisdictions around the world,]

- restrictive governmental actions (such as restrictions on transfer of funds, restrictions on individuals’ movement, including travel restrictions, quarantines, lockdowns, and curfews, and trade protection measures, including export duties, quotas, customs duties, border taxes, border closures, increased import or export controls, and tariffs), or actions by non-governmental individuals and groups (such as protests, [added: boycotts,] insurgencies, [removed: and] organized [removed: crime),] [added: crime, and general civil unrest),] that could negatively impact trade between, or increase the cost of operating in, the countries in which we do business,

- the laws and policies of the United States and other countries affecting trade, foreign investment and loans, foreign travel, and import or export licensing requirements, [added: including, but not limited to, prohibitions on certain trade and other activities in China, Russia, Belarus, and portions of Ukraine,]

- changes in current or future tax law or regulations or new interpretations thereof, by federal or state agencies or foreign [removed: governments (including changes in certain countries in Europe and elsewhere regarding corporate taxes, transfer pricing, and tax treaty provisions),][added: governments,]

It is costly, time-consuming, and requires significant resources to comply with the numerous, and sometimes conflicting, legal regimes 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, competition, data privacy and [removed: protection (including, but not limited to, the European Union’s General Data Protection Regulation),] [added: protection,] employment, and labor relations.

Violations of one or more of these legal regimes’ laws and regulations in the conduct of our business could result in significant [removed: fines] [added: fines, penalties,] 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: Our success in the] [added: Demand from] Chinese [removed: markets] [added: customers] may be adversely affected by China’s [removed: continuously] evolving laws and regulations, including those relating to taxation, import and export tariffs and restrictions, currency controls, environmental regulations, information security, indigenous innovation, and intellectual property rights and enforcement of those rights.

In addition, changes in the political environment, governmental policies, [removed: or] United States-China [added: relations, or China-Taiwan] 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, [added: any of] which could have an adverse effect on our business plans and operating results.

In the future, we may be prevented from [removed: shipping] [added: shipping, or be required to obtain a license to ship,] our products to [removed: other] [added: certain] customers if they are added to the Entity List.

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

[removed: 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 [removed: taxation (including as a result of significant changes proposed by the current U.S. presidential administration, such as increases in the U.S. federal corporate income tax rate and in the U.S. taxation of foreign earnings).][added: taxation.]

Our operating results may be adversely affected by quarterly and annual [removed: fluctuations and] [added: fluctuations,] market [removed: downturns.][added: downturns, and recessions.]

- delays in the widespread deployment of commercial 5G [removed: networks or in consumer adoption of 5G-enabled devices,][added: networks,]

- changes in consumers’ [added: purchasing behaviors, including the] rates [removed: of replacement of] [added: at which they replace] smartphones and other devices that utilize our products,

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

In each of fiscal [removed: 2021,] [added: 2022,] fiscal [removed: 2020,] [added: 2021,] and fiscal [removed: 2019,] [added: 2020,] one customer accounted for greater than ten percent of our net revenue.

[removed: Even after a design win,] the customer is not obligated to purchase our products and can choose at any time to reduce or cease use of our products, for example, if its own products are not commercially successful, or for any other reason.

Our key facilities include, but are not limited to, our semiconductor wafer fabrication facilities in Newbury Park, California, and Woburn, Massachusetts, our SAW, TC-SAW, and BAW filter wafer fabrication facilities in [removed: Kadoma, Japan, and] Osaka, Japan, and our assembly and test facilities in Mexicali, Mexico, and in Singapore.

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

Although we own and operate assembly and test facilities, [added: as part of our supply resilience and business continuity strategies] we still depend on subcontractors to package, assemble, and test certain of our products at cost-competitive rates.

While we do not typically rely on a single source of supply for our raw materials, we are currently dependent on a limited number of sole-source [added: suppliers and in the future could become dependent on additional sole-source] suppliers.

[added: 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.

[removed: This difficulty] [added: The difficulties of forecasting] may be compounded when we sell to OEMs indirectly through distributors or contract manufacturers, or both, as our forecasts of demand will then be based on estimates provided by multiple parties.

In addition, our customers [removed: and/or] [added: and] distributors may change their inventory practices on short notice for any reason.

The cancellation or deferral of product orders, the return of previously sold products, [removed: or] overproduction due to a change in anticipated order volumes could result in us holding excess or obsolete inventory, which could result in inventory write-downs and, in turn, could have a material adverse effect on our financial condition.

On the other hand, customers may require rapid increases in production on short notice, which could result in damaged customer relationships, increased [added: manufacturing costs, increased] liabilities, or harm to our reputation if we are unable to meet such increases in demand.

To the extent that our existing cash and cash equivalents and cash generated from operations are insufficient to fund our future activities (including, but not limited to, capital expenditures), we may need to raise additional funds through public or private [added: equity or debt financing.]

[removed: The] [added: Due in part to our repayment obligations on our outstanding indebtedness, the] capital required to fund these investments may not be available in the future.

[removed: On July 26, 2021,] [added: The proceeds of] the [removed: Company completed] [added: Term Loan Facility and] the [added: issuance of Notes were used to finance a portion of the purchase price for the Company’s] acquisition of certain assets, rights, and properties, and [removed: assumed] [added: its assumption of] certain liabilities, comprising Silicon Labs’ Infrastructure and Automotive [removed: business.][added: business, on July 26, 2021 (the “Acquisition”).]

We incurred significant indebtedness in connection with the [removed: Acquisition,] [added: acquisition of the Infrastructure and Automotive business of Silicon Labs,] which could reduce our flexibility to operate our business.

Borrowings under the Revolving Credit Facility [removed: will] [added: could] be used for general corporate purposes and working capital needs of the Company and its subsidiaries.

- Recession or economic downturn globally or in the jurisdictions in which we do business,

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

While the government-mandated shutdowns in various regions of China during fiscal 2022 did not directly impact any of our manufacturing facilities, the shutdowns did result in limited supply constraints within our supply chain, as well as significant supply constraints for certain of our customers, which resulted in short-term reductions in such customers’ demand for our products.

Many of our non-manufacturing employees transitioned to working from home on a mandatory or voluntarily basis for a prolonged period of time, and our return-to-office plans have in some cases led to employee attrition.

We expect that pandemic-related changes in workforce patterns may result in additional attrition, difficulty in hiring, and reduced productivity.

For example, the U.S. government has recently expanded export restrictions, and might continue expanding export restrictions, by adding certain Chinese entities to the U.S. Bureau of Industry and Security’s Entity List (the “Entity List”), which has, and could in the future, limit our ability to sell to certain of those entities and to third parties that do business with those entities.

These restrictions have negatively impacted, and may continue to negatively impact, sales of our products.

In addition, geopolitical changes in China-Taiwan relations could disrupt the operations of several companies in Taiwan that are suppliers to, or third-party partners of, the Company, our customers, and our customers’ other suppliers.

Disruption of certain critical operations in Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire semiconductor industry.

Beginning in fiscal year 2023, for U.S. income tax purposes we will be required to capitalize our research and development expenses and amortize them over five or fifteen years, rather than deduct them in the year incurred, which we expect will increase our taxes payable, resulting in reduced cash flows.

Furthermore, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act, which imposes a corporate alternative minimum tax of 15% on adjusted financial statement income for certain corporations, as well as an excise tax on corporate stock repurchases.

Although we are currently evaluating the impact this law may have, we do expect our effective tax rate to increase in fiscal year 2024.

Furthermore, countries where we are subject to

- changes to promotions, rebates, and discounts offered by carriers in certain geographic regions for smartphones and other devices that utilize our products,

Even after a design win,

While we maintain insurance coverage to mitigate business continuity risks, among other risks, such coverage may be insufficient to cover all losses or all types of claims that may arise.

During fiscal 2022, we entered into long-term capacity reservation and supply agreements with certain third-party foundries.

These agreements may cease to be commercially reasonable if overall market demand or pricing is reduced, and they may have an adverse effect on our operating results in the event our future supply needs are reduced below the minimum order commitments.

Furthermore, even with such agreements, we remain subject to risks that a supplier will be unable to meet its supply commitments, achieve acceptable manufacturing yields, operate or deliver on a timely basis, or provide additional capacity beyond its current contractual commitments to meet our requirements, any of which could adversely affect our ability to satisfy customer obligations.

We are exposed to interest rate risk through our Term Loan Facility and Revolving Credit Facility, both of which are subject to variable interest rates, and interest rate increases have led to increased interest payments.

- the ability to secure government incentives and grants, such as funding available to U.S. semiconductor manufacturers under the CHIPS and Science Act of 2022.

- to identify and maintain suppliers with the necessary technology and scale to support the increasing complexity of our manufacturing requirements, and

If our ESG practices and disclosures do not meet the expectations and standards of our stockholders, customers, and other industry stakeholders, our reputation and business activities may be negatively impacted and our appeal to certain investors may be reduced.

Geopolitical tensions or conflicts, such as the ongoing conflict between Russia and Ukraine and the tensions between China and Taiwan, may create a heightened risk of cybersecurity incidents.

Further, China has implemented, and other countries or regions may implement, cybersecurity laws that require companies’ overall information technology security environment to meet certain standards and/or be certified.

Such laws may be complex, ambiguous, and subject to interpretation, which may create uncertainty regarding compliance.

As a result, our efforts to comply with such laws, to the extent applicable, may be expensive and may fail, which could adversely affect our business, results of operations, and cash flows.

In addition, certain of our products contain firmware that incorporates or is derived from “open source” software that generally is made publicly available by its developers or other third parties.

Risks related to the use of open source software include, but are not limited to, the introduction of cybersecurity vulnerabilities into our products or development platforms, our compliance with applicable licensing terms, subjecting certain of our derivative works or software enhancements to public disclosure and/or unfavorable licensing conditions, potential restrictions on our ability to market the firmware associated with our products, and enhanced governmental or other third-party scrutiny of our products.

From time to time, we

- the timing of our repayment of outstanding indebtedness,

- 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 a temporary reduction in our production levels.

The expected duration of such protective 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.

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.

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

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

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

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

There can be no assurance that any decrease in sales resulting from the pandemic will be offset by increased sales in subsequent periods.

Limitations or changes in policy on phone subsidies in the United States, South Korea, Japan, China, and other countries may have additional negative impacts on our revenues.

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, “Huawei”), on the Bureau’s Entity List (the “Entity List”), which resulted in our temporarily suspending shipments to Huawei.

Since then, the addition of other entities to the Entity List, together with changes to rules regarding the shipment of foreign direct products, resulted in the renewed suspension of shipments to Huawei as well as the suspension of shipments to other customers.

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

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.

Furthermore, our entry into capacity

equity or debt financing.

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

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.

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.

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.

Our ability to

In addition, the rapid increase in consumer demand for certain devices and technologies that enable remote work, education, and entertainment as a result of the COVID-19 pandemic could limit future consumer demand for such products.

disadvantage, and our reputation may be harmed.

disclosure of such third-party intellectual property.

If any of our products contain defects, or have reliability, quality, or compatibility problems, our reputation

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

[removed: The] [added: Like many companies in the] semiconductor [removed: industry is] [added: industry, we are] experiencing various supply constraints due to the pandemic.

Fiscal Years Ended [added: September 30, 2022,] October 1, 2021, [added: and] October 2, [removed: 2020, and September 27, 2019.][added: 2020.]

See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended October [removed: 2, 2020,] [added: 1, 2021,] filed with the SEC on November [removed: 17, 2020,] [added: 24, 2021,] as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January [removed: 29, 2021] [added: 28, 2022] (the [removed: “2020] [added: “2021] 10-K”), for Management’s Discussions and Analysis of Financial Condition and Results of Operations for the fiscal year ended [removed: September 27, 2019.][added: October 2, 2020.]

| | | | [removed: October 1, 2021] [added: September 30, 2022] | | | | | | October [removed: 2, 2020] [added: 1, 2021] | | | | | | [removed: September 27, 2019] [added: October 2, 2020] | | |

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

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

| Research and development | | | [removed: 10.3] [added: 11.3] | | | | | | [removed: 13.7] [added: 10.3] | | | | | | [removed: 12.5] [added: 13.7] | | |

| Selling, general, and administrative | | | [removed: 6.3] [added: 6.0] | | | | | | [removed: 6.9] [added: 6.3] | | | | | | [removed: 5.9] [added: 6.9] | | |

| Amortization of intangibles | | | [removed: 0.7] [added: 1.8] | | | | | | [removed: 0.4] [added: 0.7] | | | | | | [removed: 0.7] [added: 0.4] | | |

| Restructuring, impairment, and other charges | | | [removed: 0.2] [added: 0.6] | | | | | | [removed: 0.4] [added: 0.2] | | | | | | [removed: 0.2] [added: 0.4] | | |

| Total operating expenses | | | [removed: 17.6] [added: 19.7] | | | | | | [removed: 21.5] [added: 17.6] | | | | | | [removed: 19.3] [added: 21.5] | | |

| Operating income | | | [removed: 31.6] [added: 27.8] | | | | | | [removed: 26.6] [added: 31.6] | | | | | | [removed: 28.2] [added: 26.6] | | |

| Interest expense | | | [removed: (0.3)] [added: (0.9)] | | | | | | [removed: —] [added: (0.3)] | | | | | | — | | |

| Income before income taxes | | | [removed: 31.3] [added: 26.9] | | | | | | [removed: 26.6] [added: 31.3] | | | | | | [removed: 28.5] [added: 26.6] | | |

| Provision for income taxes | | | [removed: 2.0] [added: 3.7] | | | | | | [removed: 2.3] [added: 2.0] | | | | | | [removed: 3.2] [added: 2.3] | | |

| Net income | | | [removed: 29.3] [added: 23.2] | | % | | | | [removed: 24.3] [added: 29.3] | | % | | | | [removed: 25.3] [added: 24.3] | | % |

During the fiscal year ended [removed: October 1, 2021,] [added: September 30, 2022,] the following key factors contributed to our overall results of operations, financial position, and cash flows:

- Net revenue increased [removed: 52.3%] [added: 7.4%] to [removed: $5,109.1 million,] [added: $5,485.5 million in fiscal 2022,] as compared to [added: $5,109.1 million in] fiscal [removed: 2020.][added: 2021.]

- Our ending cash, cash equivalents, and marketable securities balance [removed: increased 4.8%] [added: decreased 43%] to [removed: $1,027.2] [added: $586.8] million [added: in fiscal 2022,] as [removed: of October 1, 2021, from $980.0] [added: compared to $1,027.2] million [removed: as of October 2, 2020.][added: in fiscal 2021.]

The [removed: increase] [added: decrease] in cash, cash equivalents, and marketable securities during fiscal [removed: 2021] [added: 2022] was primarily due to [removed: cash generated from operations of $1,772.0 million,] the [removed: borrowing of $1,000.0 million in Term Loans, $500.0 million of Senior Notes due 2023 (the “2023 Notes”), $500.0 million] [added: repurchase] of [removed: Senior Notes due 2026 (the “2026 Notes”), and $500.0] [added: 6.5] million [added: shares] of [removed: Senior Notes due 2031 (the “2031 Notes” and, together with the 2023 Notes and the 2026 Notes, the “Notes”), partially offset by payments] [added: common stock] for [removed: acquisitions of $2,751.0] [added: $886.8] million, capital expenditures of [removed: $637.8] [added: $489.4] million, [added: and] dividend payments of [removed: $340.6 million, repayments of Term Loans of $250.0] [added: $373.1] million, [removed: and the repurchase of 1.4 million shares] [added: partially offset by cash generated from operations] of [removed: common stock for $195.6] [added: $1,424.6] million.

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

| | | | [removed: October 1, 2021] [added: September 30, 2022] | | | [added: | | |] Change | | | [added: | | |] October [removed: 2, 2020] [added: 1, 2021] | | | [added: | | |] Change | | | [removed: September 27, 2019] | | | [added: October 2, 2020 | | |]

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

| Net revenue | | | $ | [removed: 5,109.1] [added: 5,485.5] | | [removed: 52.3%] | | | [added: 7.4% | | | | | |] $ | [removed: 3,355.7] [added: 5,109.1] | | [removed: (0.6)%] | | | [added: 52.3% | | | | | |] $ | [removed: 3,376.8] [added: 3,355.7] | |

| Gross profit | | | $ | [removed: 2,512.4] [added: 2,604.3] | | [removed: 55.8%] | | | [added: 3.7% | | | | | |] $ | [removed: 1,612.9] [added: 2,512.4] | | [removed: 0.6%] | | | [added: 55.8% | | | | | |] $ | [removed: 1,603.8] [added: 1,612.9] | |

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

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

The increase in gross profit in fiscal [removed: 2021,] [added: 2022,] as compared to fiscal [removed: 2020,] [added: 2021,] was primarily the result of a favorable product [removed: mix and higher unit volumes] [added: mix, including volume increases for new product introductions,] with a gross profit impact of [removed: $950.2] [added: $453.8] million, partially offset by lower [removed: average selling prices] [added: comparable unit volumes] and an increase in amortization of acquisition intangibles, including inventory [removed: step-up,] [added: step-up due to additional intangible assets acquired] as [removed: a result] [added: part] of the Acquisition [removed: completed] during the [removed: period.][added: fourth quarter of fiscal 2021.]

| Research and development | | | $ | [removed: 532.3] [added: 617.9] | | [removed: 14.7%] | | | [added: 16.1% | | | | | |] $ | [removed: 464.1] [added: 532.3] | | [removed: 9.4%] | | | [added: 14.7% | | | | | |] $ | [removed: 424.1] [added: 464.1] | |

| % of net revenue | | | [removed: 10.4] [added: 11.3] | | % | | | | [removed: 13.8] | | [added: | | | | 10.4 | |] % | | | | [removed: 12.6] | | [added: | | | | 13.8 | |] % |

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, [added: non-production] masks, engineering prototypes, and design tool costs.

The increase in research and development expense in fiscal [removed: 2021,] [added: 2022,] as compared to fiscal [removed: 2020,] [added: 2021,] was primarily related to headcount-related expenses, including share-based compensation, as a result of our increased investment in developing new technologies and products.

| Selling, general, and administrative | | | $ | [removed: 322.5] [added: 329.8] | | [removed: 39.4%] | | | [added: 2.3% | | | | | |] $ | [removed: 231.4] [added: 322.5] | | [removed: 16.7%] | | | [added: 39.4% | | | | | |] $ | [removed: 198.3] [added: 231.4] | |

| % of net revenue | | | [removed: 6.3] [added: 6.0] | | % | | | | [removed: 6.9] | | [added: | | | | 6.3 | |] % | | | | [removed: 5.9] | | [added: | | | | 6.9 | |] % |

The increase in selling, general, and administrative expenses in fiscal [removed: 2021,] [added: 2022,] as compared to fiscal [removed: 2020,] [added: 2021,] was primarily related to increases in [added: headcount-related expenses, partially offset by a decrease in acquisition] costs [removed: associated with] [added: each as a result of] the Acquisition [removed: completed during the period and increases] in [removed: headcount-related expenses, including share-based compensation.][added: the fourth quarter of fiscal 2021.]

| Amortization of intangibles | | | $ | [removed: 36.0] [added: 98.9] | | [removed: 205.1%] | | | [added: 174.7% | | | | | |] $ | [removed: 11.8] [added: 36.0] | | [removed: (47.8)%] | | | [added: 205.1% | | | | | |] $ | [removed: 22.6] [added: 11.8] | |

| % of net revenue | | | [removed: 0.7] [added: 1.8] | | % | | | | [removed: 0.4] | | [removed: %] | | | | 0.7 | | % | [added: | | | | | | | | | 0.4 | | % |]

The increase in amortization expense for fiscal [removed: 2021,] [added: 2022,] as compared to fiscal [removed: 2020,] [added: 2021,] was primarily due to [removed: additional] [added: the] intangible assets acquired during [added: the fourth quarter of] fiscal [removed: 2021.][added: 2021 as part of the Acquisition.]

| Restructuring, impairment, and other charges | | | $ | [added: 30.7 | | | | | 244.9% | | | | | |] 8.9 | | [removed: (35.5)%] | | | [removed: $] | [removed: 13.8] [added: (35.5)%] | | [removed: 102.9%] | | | [removed: $] | [removed: 6.8] [added: 13.8] | | [added: |]

This increase in revenue was driven primarily by our acquisition in the fourth quarter of fiscal 2021 of the Infrastructure and Automotive business of Silicon Laboratories Inc. (the “Acquisition”) to support high-growth market segments, such as automotive including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication and data center, and smart home.

The increase in net revenue was also driven in part by an increase in demand for next-generation wireless connectivity products, including for 5G and advanced Wi-Fi solutions, from major OEMs and the associated increases in average content per device for these products, offset by a decrease in demand for our mobile products from smartphone customers in China.

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

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

The increase in net revenue in fiscal 2022, as compared to fiscal 2021, was driven primarily by the Acquisition in the fourth quarter of fiscal 2021 to support high-growth market segments, such as automotive including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication and data center, and smart home.

The increase in net revenue was also driven in part by an increase in demand for next-generation wireless connectivity products, including 5G and advanced Wi-Fi solutions, from major OEMs and the associated increases in average content per device for these products, offset by a decrease in demand for our mobile products from smartphone customers in China.

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

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

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

| | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | | | | | Change | | | | | | October 2, 2020 | | |

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

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

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

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

| | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | | | | | Change | | | | | | October 2, 2020 | | |

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

The increase in headcount was partially due to the Acquisition in the fourth quarter of fiscal 2021.

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

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

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

| | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | | | | | Change | | | | | | October 2, 2020 | | |

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

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

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

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

| | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | | | | | Change | | | | | | October 2, 2020 | | |

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

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

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

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

| | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | | | | | Change | | | | | | October 2, 2020 | | |

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

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

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

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

| | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | | | | | Change | | | | | | October 2, 2020 | | |

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

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

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

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

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

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

| Other income (expense), net | | | — | | | | | | — | | | | | | 0.3 | | |

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.

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

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.

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

The decrease in the effective tax rate for fiscal 2021, as compared to the 11.2% effective rate for fiscal 2020, was primarily due to benefits related to favorable changes in the reserves for uncertain tax positions.

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 $567.5 million increase in cash provided by operating activities for fiscal 2021, as compared to fiscal 2020, was primarily related to a $683.5 million increase in net income, partially offset by $170.4 million of unfavorable changes in working capital, due primarily to an increase in accounts receivable which resulted from higher revenue during the period.

The $2,551.8 million increase in cash used in investing activities for fiscal 2021, as compared to fiscal 2020, was primarily related to a $2,751.0 million increase in cash paid for acquisitions and a $248.4 million increase in cash used for capital expenditures, partially offset by $452.8 million cash provided by the net sales of marketable securities.

cash and capital resources.

Business Combinations. We allocate the fair value of the purchase consideration of a business acquisition to the tangible assets, liabilities, and intangible assets acquired, including IPR&D, based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter.

When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life.

Our valuation of acquired assets and assumed liabilities requires significant estimates, especially with respect to intangible assets.

The valuation of intangible assets, in particular, requires that we use valuation techniques such as the income approach.

The income approach includes the use of a discounted cash flow model, which includes discounted cash flow scenarios and requires the following significant estimates: future expected revenue, expenses, capital expenditures and other costs, and discount rates.

We estimate the fair value based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

For finite-lived intangible assets valued during fiscal 2021, a hypothetical change of ten percent to our valuation estimate would impact amortization of acquisition intangibles by $106.0 million over a weighted-average amortization period of 4.4 years.

Estimates associated with

the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.

Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

As of [removed: October 1, 2021,] [added: September 30, 2022,] there were [removed: $750.0] [added: $700.0] million of borrowings outstanding under the Term Credit [removed: Agreement] [added: Agreement,] and a potential change in the associated interest rates would be immaterial to the results of our operations.

Our investment 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: $882.9] [added: $566.0] million, and marketable securities (U.S. Treasury and government securities, corporate bonds and notes, [added: and] municipal bonds) that total approximately [removed: $137.2] [added: $20.3] million and [removed: $7.1] [added: $0.5] million within short-term and long-term marketable securities, respectively, as of [removed: October 1, 2021.][added: September 30, 2022.]

Based on our results of operations for the fiscal year ended [removed: October 1, 2021,] [added: September 30, 2022,] 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.

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

A percentage of our international operational expenses are denominated in foreign [removed: currencies] [added: currencies,] and exchange rate volatility could positively or negatively impact those operating costs.

For the fiscal years ended [added: September 30, 2022,] October 1, 2021, [added: and] October 2, 2020, [removed: and September 27, 2019,] we had foreign exchange losses of [removed: $0.5] [added: $1.4] million, [removed: $5.9] [added: $0.5] million, and [removed: $6.2] [added: $5.9] million, respectively.

We may enter into foreign currency forward and 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 [removed: flows] [added: flows,] and net investments in foreign subsidiaries.

For the fiscal year ended [removed: October 1, 2021,] [added: September 30, 2022,] we had no outstanding foreign currency forward or options contracts with financial institutions.

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

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

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

The Acquisition [removed: accelerates] [added: has accelerated] 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.

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

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

Highly integrated semiconductor solutions are playing an increasingly essential and pivotal role in the deployment of [removed: next generation] [added: next-generation] standards by resolving the daunting [removed: analog] [added: analog, mixed-signal,] and RF complexities that are challenging the capabilities of existing hardware and the supporting network infrastructure.

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

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

Our product portfolio is reinforced by a library of approximately [removed: 4,500] [added: 4,600] worldwide patents and other intellectual property that we own and control.

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

Our customers value the scale of our global supply chain, our innovative technology, [added: our ability to curate] and [added: deliver unique solutions, and] our system engineering expertise, resulting in deep customer loyalty.

With the increasing adoption of 5G and the opportunity to enable more applications, we are growing our business beyond 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, data center, [removed: 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 [removed: over] [added: more than] 6,000 customers and [removed: over 3,000 analog components.][added: 7,600 unique products.]

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

This hybrid manufacturing model allows us to better balance our manufacturing capacity with the demand of the [removed: marketplace.][added: marketplace, resulting in a strong return on invested capital on a broader range of revenue.]

The combination of agile, flexible [removed: capacity] [added: 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 modules and helping to ensure stable supply to our global customer base.

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

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 [removed: shareholders.][added: stockholders.]

In the fiscal years ended [added: September 30, 2022 (“fiscal 2022”),] October 1, 2021 (“fiscal 2021”), [added: and] October 2, 2020 (“fiscal 2020”), [removed: and September 27, 2019 (“fiscal 2019”),] Apple, through sales to multiple distributors and contract manufacturers 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 [removed: concentrations] [added: concentrations,] see Note 15 to Item 8 of this Annual Report on Form 10-K.

[removed: We compete on the basis of time-to-market, new] product innovation, quality, performance, price, compliance with industry standards, strategic relationships with customers and baseband vendors, personnel, and protection of our intellectual property.

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

We invested [removed: $532.3] [added: $617.9] million, [removed: $464.1] [added: $532.3] million, and [removed: $424.1] [added: $464.1] million in research and development during fiscal [removed: 2021,] [added: 2022,] fiscal [removed: 2020,] [added: 2021,] and fiscal [removed: 2019,] [added: 2020,] 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 capabilities, and research on [removed: next generation] [added: next-generation] technologies and product opportunities.

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

These controls, tariffs, regulations, and restrictions (including those [removed: related to, or affected by, United States-China relations, as] discussed below in Item 1A, Risk Factors) have had, and we believe may continue to have, a material impact on our business, including our ability to sell products and to manufacture or source components.

Our workforce consists of approximately [removed: 11,000] [added: 11,150] employees located around the world, more than 99% of whom are full-time employees.

- Our workforce was distributed geographically approximately as follows: [removed: 57%] [added: 55%] in Mexico, [removed: 23%] [added: 24%] in the United States, [removed: 18%] [added: 20%] in Asia, 1% in Canada, and less than 1% in Europe.

- Our workforce was distributed by function approximately as follows: [removed: 48%] [added: 47%] in individual contributor manufacturing roles, [removed: 31%] [added: 32%] in engineering or technician roles, [removed: 11%] [added: 10%] in managerial roles, and [removed: 10%] [added: 11%] in professional or other administrative roles.

- Approximately [removed: 4,350] [added: 4,100] of our employees in Mexico, [removed: 280] [added: 290] of our employees in Singapore, and [removed: 420] [added: 460] of our employees in Japan were covered by collective bargaining and other union agreements.

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

Nearly all full-time employees across the globe are eligible to participate in one of the Company’s incentive plans, under which payments are tied to pre-established performance [removed: goals.][added: goals, as well as to purchase shares of the Company’s common stock at a discount from its market price pursuant to the Company’s employee stock purchase plans.]

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

Over the past two decades, Skyworks has made critical investments to power this connectivity transformation, addressing key network technologies from cellular to advanced Wi-Fi®, enhanced GPS, and Bluetooth®, among others.

Capitalizing on both organic growth and strategic acquisitions, we are gaining momentum in high-growth verticals, while at the same time, diversifying our revenue and customer set.

We see a continued expansion in data consumption, dependent on seamless, reliable, and ubiquitous wireless connectivity.

A few statistics illustrate this point.

According to the 2021 Ericsson Mobility Report, global wireless data traffic is expected to grow at a 27% annual rate over the next five years.

Machine-to-machine connections, the fastest-growing IoT category, is expected to soon surpass 15 billion devices.

By 2030, we expect there will be 650 million connected cars worldwide, each consuming 25 times the data that we see in today’s smartphones.

We compete on the basis of time-to-market, new

As of September 30, 2022:

Concurrently, connectivity is rapidly expanding into an adjacent set of IoT markets, rapidly proliferating the number of connected devices.

ABI Research IoT Market Tracker forecasts 23 billion IoT connections by 2026.

Our internal capacity utilization remains high, resulting in stable gross margins and strong return on invested capital on a broader range of revenue.

We strive to be an employer-of-choice among peer companies and have created a work environment in which turnover is below geographic and industry averages.

As of October 1, 2021:

For the fiscal year ended [removed: October 1, 2021][added: September 30, 2022]

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 April [removed: 2, 2021)] [added: 1, 2022)] was approximately [removed: $30.9] [added: $21.3] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of November [removed: 18, 2021,] [added: 11, 2022,] was [removed: 165,387,253.][added: 160,161,064.]

| Part III | | | | | | Portions of the Registrant’s Proxy Statement relating to the Registrant’s [removed: 2022] [added: 2023] 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. | | |

[removed: SKYWORKS] [added: SKYWORKS] SOLUTIONS, [removed: INC.][added: INC.]

[removed: ANNUAL] [added: ANNUAL] REPORT ON FORM [removed: 10-K][added: 10-K]

[removed: FOR] [added: FOR] THE YEAR ENDED [removed: OCTOBER 1, 2021][added: SEPTEMBER 30, 2022]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [ITEM 1: [removed: BUSINESS.](#id5092269004c4fa388536604625f60fe_16)] [added: BUSINESS.](#i31dcc0e8df854ca7bd5d198cd810f768_16)] | | | [removed: [5](#id5092269004c4fa388536604625f60fe_16)] [added: [5](#i31dcc0e8df854ca7bd5d198cd810f768_16)] | | |

| [ITEM 1A: RISK [removed: FACTORS.](#id5092269004c4fa388536604625f60fe_19)] [added: FACTORS.](#i31dcc0e8df854ca7bd5d198cd810f768_19)] | | | [removed: [11](#id5092269004c4fa388536604625f60fe_19)] [added: [11](#i31dcc0e8df854ca7bd5d198cd810f768_19)] | | |

| [ITEM 1B: UNRESOLVED STAFF [removed: COMMENTS.](#id5092269004c4fa388536604625f60fe_22)] [added: COMMENTS.](#i31dcc0e8df854ca7bd5d198cd810f768_22)] | | | [removed: [26](#id5092269004c4fa388536604625f60fe_22)] [added: [26](#i31dcc0e8df854ca7bd5d198cd810f768_22)] | | |

| [ITEM 2: [removed: PROPERTIES.](#id5092269004c4fa388536604625f60fe_25)] [added: PROPERTIES.](#i31dcc0e8df854ca7bd5d198cd810f768_25)] | | | [removed: [26](#id5092269004c4fa388536604625f60fe_25)] [added: [26](#i31dcc0e8df854ca7bd5d198cd810f768_25)] | | |

| [ITEM 3: LEGAL [removed: PROCEEDINGS.](#id5092269004c4fa388536604625f60fe_28)] [added: PROCEEDINGS.](#i31dcc0e8df854ca7bd5d198cd810f768_28)] | | | [removed: [26](#id5092269004c4fa388536604625f60fe_28)] [added: [26](#i31dcc0e8df854ca7bd5d198cd810f768_28)] | | |

| [ITEM 4: MINE SAFETY [removed: DISCLOSURES](#id5092269004c4fa388536604625f60fe_31).] [added: DISCLOSURES](#i31dcc0e8df854ca7bd5d198cd810f768_31).] | | | [removed: [26](#id5092269004c4fa388536604625f60fe_31)] [added: [26](#i31dcc0e8df854ca7bd5d198cd810f768_31)] | | |

| [ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.](#id5092269004c4fa388536604625f60fe_37)] [added: SECURITIES.](#i31dcc0e8df854ca7bd5d198cd810f768_37)] | | | [removed: [26](#id5092269004c4fa388536604625f60fe_37)] [added: [26](#i31dcc0e8df854ca7bd5d198cd810f768_37)] | | |

| [ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.](#id5092269004c4fa388536604625f60fe_43)] [added: OPERATIONS.](#i31dcc0e8df854ca7bd5d198cd810f768_43)] | | | [removed: [29](#id5092269004c4fa388536604625f60fe_43)] [added: [29](#i31dcc0e8df854ca7bd5d198cd810f768_43)] | | |

| [ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK.](#id5092269004c4fa388536604625f60fe_61)] [added: RISK.](#i31dcc0e8df854ca7bd5d198cd810f768_58)] | | | [removed: [35](#id5092269004c4fa388536604625f60fe_61)] [added: [34](#i31dcc0e8df854ca7bd5d198cd810f768_58)] | | |

| [ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#id5092269004c4fa388536604625f60fe_64)] [added: DATA.](#i31dcc0e8df854ca7bd5d198cd810f768_61)] | | | [removed: [36](#id5092269004c4fa388536604625f60fe_64)] [added: [36](#i31dcc0e8df854ca7bd5d198cd810f768_61)] | | |

| [ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE.](#id5092269004c4fa388536604625f60fe_148)] [added: DISCLOSURE.](#i31dcc0e8df854ca7bd5d198cd810f768_151)] | | | [removed: [65](#id5092269004c4fa388536604625f60fe_148)] [added: [64](#i31dcc0e8df854ca7bd5d198cd810f768_151)] | | |

| [ITEM 9A: CONTROLS AND [removed: PROCEDURES.](#id5092269004c4fa388536604625f60fe_151)] [added: PROCEDURES.](#i31dcc0e8df854ca7bd5d198cd810f768_154)] | | | [removed: [65](#id5092269004c4fa388536604625f60fe_151)] [added: [64](#i31dcc0e8df854ca7bd5d198cd810f768_154)] | | |

| [ITEM 9B: OTHER [removed: INFORMATION.](#id5092269004c4fa388536604625f60fe_154)] [added: INFORMATION.](#i31dcc0e8df854ca7bd5d198cd810f768_157)] | | | [removed: [66](#id5092269004c4fa388536604625f60fe_154)] [added: [65](#i31dcc0e8df854ca7bd5d198cd810f768_157)] | | |

| [ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE [removed: GOVERNANCE.](#id5092269004c4fa388536604625f60fe_160)] [added: GOVERNANCE.](#i31dcc0e8df854ca7bd5d198cd810f768_166)] | | | [removed: [66](#id5092269004c4fa388536604625f60fe_160)] [added: [66](#i31dcc0e8df854ca7bd5d198cd810f768_166)] | | |

| [ITEM 11: EXECUTIVE [removed: COMPENSATION.](#id5092269004c4fa388536604625f60fe_163)] [added: COMPENSATION.](#i31dcc0e8df854ca7bd5d198cd810f768_169)] | | | [removed: [66](#id5092269004c4fa388536604625f60fe_163)] [added: [66](#i31dcc0e8df854ca7bd5d198cd810f768_169)] | | |

| [ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS.](#id5092269004c4fa388536604625f60fe_166)] [added: MATTERS.](#i31dcc0e8df854ca7bd5d198cd810f768_172)] | | | [removed: [66](#id5092269004c4fa388536604625f60fe_166)] [added: [66](#i31dcc0e8df854ca7bd5d198cd810f768_172)] | | |

| [ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE.](#id5092269004c4fa388536604625f60fe_169)] [added: INDEPENDENCE.](#i31dcc0e8df854ca7bd5d198cd810f768_175)] | | | [removed: [66](#id5092269004c4fa388536604625f60fe_169)] [added: [66](#i31dcc0e8df854ca7bd5d198cd810f768_175)] | | |

| [ITEM 14: PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES.](#id5092269004c4fa388536604625f60fe_172)] [added: SERVICES.](#i31dcc0e8df854ca7bd5d198cd810f768_178)] | | | [removed: [67](#id5092269004c4fa388536604625f60fe_172)] [added: [66](#i31dcc0e8df854ca7bd5d198cd810f768_178)] | | |

| [ITEM 15: EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES.](#id5092269004c4fa388536604625f60fe_178)] [added: SCHEDULES.](#i31dcc0e8df854ca7bd5d198cd810f768_184)] | | | [removed: [68](#id5092269004c4fa388536604625f60fe_178)] [added: [67](#i31dcc0e8df854ca7bd5d198cd810f768_184)] | | |

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

| [PART I](#i31dcc0e8df854ca7bd5d198cd810f768_13) | | | | | |

| [PART II](#i31dcc0e8df854ca7bd5d198cd810f768_34) | | | | | |

| [ITEM 6:](#i31dcc0e8df854ca7bd5d198cd810f768_40) [RESERVED](#i31dcc0e8df854ca7bd5d198cd810f768_40)[.](#i31dcc0e8df854ca7bd5d198cd810f768_40) | | | [28](#i31dcc0e8df854ca7bd5d198cd810f768_40) | | |

| [ITEM 9C:](#i31dcc0e8df854ca7bd5d198cd810f768_160) [](#i31dcc0e8df854ca7bd5d198cd810f768_160)[DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.](#i31dcc0e8df854ca7bd5d198cd810f768_160) | | | [65](#i31dcc0e8df854ca7bd5d198cd810f768_160) | | |

| [PART III](#i31dcc0e8df854ca7bd5d198cd810f768_163) | | | | | |

| [PART IV](#i31dcc0e8df854ca7bd5d198cd810f768_181) | | | | | |

| [SIGNATURES](#i31dcc0e8df854ca7bd5d198cd810f768_193) | | | [71](#i31dcc0e8df854ca7bd5d198cd810f768_193) | | |

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

| [PART I](#id5092269004c4fa388536604625f60fe_13) | | | | | |

| [PART II](#id5092269004c4fa388536604625f60fe_34) | | | | | |

| [ITEM 6: SELECTED FINANCIAL DATA.](#id5092269004c4fa388536604625f60fe_40) | | | [28](#id5092269004c4fa388536604625f60fe_40) | | |

| [PART III](#id5092269004c4fa388536604625f60fe_157) | | | | | |

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

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

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

- our estimates of the possible impacts of the COVID-19 pandemic;

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

| [removed: Osaka, Japan] [added: Singapore, Singapore] | | | | | | Leased | | | | | | [removed: 405,300] [added: 405,700] | | | | | | Filter manufacturing | | |

| Irvine, California | | | | | | Leased | | | | | | [removed: 218,500] [added: 218,000] | | | | | | Design center and office space | | |

| Mexicali, Mexico | | | | | | Leased | | | | | | [removed: 179,000] [added: 380,900] | | | | | | Manufacturing and office space | | |

| Newbury Park, California | | | | | | Leased | | | | | | [removed: 115,700] [added: 110,000] | | | | | | Design center | | |

| Kadoma, Japan | | | | | | Leased | | | | | | [removed: 97,300] [added: 123,100] | | | | | | Filter manufacturing and office space [added: (2)] | | |

| Osaka, Japan | | | | | | Owned (1) | | | | | | 383,600 | | | | | | Filter manufacturing | | |

| Austin, Texas | | | | | | Leased | | | | | | 98,313 | | | | | | Design center and office space | | |

(1) The Company owns the building and the land is leased for approximately 40 years expiring in 2061.

(2) The Company has transitioned all filter manufacturing operations from Kadoma, Japan to Osaka, Japan as of September 30, 2022.

| Singapore, Singapore | | | | | | Leased | | | | | | 282,200 | | | | | | Filter manufacturing | | |

The number of stockholders of record of our common stock as of November [removed: 4, 2021,] [added: 3, 2022,] was [removed: 9,729.][added: 8,679.]

On November [removed: 4, 2021,] [added: 3, 2022,] the Company announced that the Board of Directors had declared a cash dividend of [removed: $0.56] [added: $0.62] per share of common stock, payable on December [removed: 14, 2021,] [added: 13, 2022,] to stockholders of record as of November [removed: 23, 2021.][added: 22, 2022.]

We [added: pay, and] intend to continue to [removed: pay] [added: pay,] quarterly dividends subject to capital availability and [added: periodic determinations made by] our [removed: view] [added: Board of Directors] that cash dividends are in the best interests of our stockholders.

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 [removed: sales distribution channels and] investments and acquisitions, [removed: legal risks,] stock repurchase programs, debt issuances and repayments, changes in federal and state income tax law, and changes to our business model.

The following table provides information regarding repurchases of common stock made during the [removed: fiscal quarter] [added: three months] ended [removed: October 1, 2021:][added: September 30, 2022:]

(1) We announced on January 28, [removed: 2021,] [added: 2021] that our Board of Directors had approved a stock repurchase program on January 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 [removed: expires] [added: is scheduled to expire] on January 26, 2023.

(2) [removed: Represents] [added: 317,196] shares [added: were] repurchased [added: at an average price of $96.01 per share as part of our stock repurchase program, and 19,299 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 [removed: agreements.][added: agreements with an average price of $102.96 per share.]

| 07/02/22 - 07/29/22 | | | 336,495 | | | (2) | | | $96.39 | | | 317,196 | | | $1.2 billion | | |

| 07/30/22 - 08/26/22 | | | 292,157 | | | (3) | | | $107.34 | | | 280,855 | | | $1.1 billion | | |

| 08/27/22 - 09/30/22 | | | 200,000 | | | (4) | | | $99.31 | | | 200,000 | | | $1.1 billion | | |

| | | | 828,652 | | | | | | | | | 798,051 | | | | | |

(3) 280,855 shares were repurchased at an average price of $106.88 per share as part of our stock repurchase program, and 11,302 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 $111.39 per share.

(4) Represents shares repurchased by us as a part of our stock repurchase program.

| 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 | | | | | | | | | — | | | | | |

| (1) | | | [Report of Independent Registered Public Accounting [removed: Firm](#id5092269004c4fa388536604625f60fe_67)] [added: Firm](#i31dcc0e8df854ca7bd5d198cd810f768_64)] | | | Page [removed: [37](#id5092269004c4fa388536604625f60fe_67)] [added: [37](#i31dcc0e8df854ca7bd5d198cd810f768_64)] | | |

| (2) | | | [Consolidated Statements of Operations for the three years ended [removed: October 1, 2021](#id5092269004c4fa388536604625f60fe_70)] [added: September 30, 2022](#i31dcc0e8df854ca7bd5d198cd810f768_67)] | | | Page [removed: [39](#id5092269004c4fa388536604625f60fe_70)] [added: [39](#i31dcc0e8df854ca7bd5d198cd810f768_67)] | | |

| (3) | | | [Consolidated Statements of Comprehensive Income for the three years ended [removed: October 1, 2021](#id5092269004c4fa388536604625f60fe_73)] [added: September 30, 2022](#i31dcc0e8df854ca7bd5d198cd810f768_70)] | | | Page [removed: [40](#id5092269004c4fa388536604625f60fe_73)] [added: [40](#i31dcc0e8df854ca7bd5d198cd810f768_70)] | | |

| (4) | | | [Consolidated Balance Sheets at [removed: October 1, 2021,] [added: September 30, 2022,] and October [removed: 2, 2020](#id5092269004c4fa388536604625f60fe_76)] [added: 1, 2021](#i31dcc0e8df854ca7bd5d198cd810f768_73)] | | | Page [removed: [41](#id5092269004c4fa388536604625f60fe_76)] [added: [41](#i31dcc0e8df854ca7bd5d198cd810f768_73)] | | |

| (5) | | | [Consolidated Statements of Cash Flows for the three years ended [removed: October 1, 2021](#id5092269004c4fa388536604625f60fe_82)] [added: September 30, 2022](#i31dcc0e8df854ca7bd5d198cd810f768_79)] | | | Page [removed: [42](#id5092269004c4fa388536604625f60fe_82)] [added: [42](#i31dcc0e8df854ca7bd5d198cd810f768_79)] | | |

| (6) | | | [Consolidated Statements of Stockholders’ Equity for the three years ended [removed: October 1, 2021](#id5092269004c4fa388536604625f60fe_85)] [added: September 30, 2022](#i31dcc0e8df854ca7bd5d198cd810f768_82)] | | | Page [removed: [43](#id5092269004c4fa388536604625f60fe_85)] [added: [43](#i31dcc0e8df854ca7bd5d198cd810f768_82)] | | |

| (7) | | | Notes to Consolidated Financial Statements | | | Page [removed: [44](#id5092269004c4fa388536604625f60fe_88)] [added: [44](#i31dcc0e8df854ca7bd5d198cd810f768_85)] through [removed: [63](#id5092269004c4fa388536604625f60fe_1575)] [added: [63](#i31dcc0e8df854ca7bd5d198cd810f768_148)] | | |

We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries (the Company) as of [removed: October 1, 2021] [added: September 30, 2022] and October [removed: 2, 2020,] [added: 1, 2021,] the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three-year period ended [removed: October 1, 2021,] [added: September 30, 2022,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of [removed: October 1, 2021,] [added: September 30, 2022,] 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 [removed: October 1, 2021] [added: September 30, 2022] and October [removed: 2, 2020,] [added: 1, 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended [removed: October 1, 2021,] [added: September 30, 2022,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: October 1, 2021] [added: September 30, 2022] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[added: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,] accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally 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 [removed: 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: acquisition-date fair value] [added: income tax] process, including controls [removed: over] [added: relating to] the [removed: forecasted revenue growth rates and] [added: application of] the [removed: discount rate.][added: tax laws and regulations.]

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

| | | | [removed: October 1, 2021] [added: September 30, 2022] | | | | | | October [removed: 2, 2020] [added: 1, 2021] | | | | | | [removed: September 27, 2019] [added: October 2, 2020] | | |

| Net revenue | | | $ | [removed: 5,109.1] [added: 5,485.5] | | | | | $ | [removed: 3,355.7] [added: 5,109.1] | | | | | $ | [removed: 3,376.8] [added: 3,355.7] | |

| Cost of goods sold | | | [removed: 2,596.7] [added: 2,881.2] | | | | | | [removed: 1,742.8] [added: 2,596.7] | | | | | | [removed: 1,773.0] [added: 1,742.8] | | |

| Gross profit | | | [removed: 2,512.4] [added: 2,604.3] | | | | | | [removed: 1,612.9] [added: 2,512.4] | | | | | | [removed: 1,603.8] [added: 1,612.9] | | |

| Research and development | | | [removed: 532.3] [added: 617.9] | | | | | | [removed: 464.1] [added: 532.3] | | | | | | [removed: 424.1] [added: 464.1] | | |

| Selling, general, and administrative | | | [removed: 322.5] [added: 329.8] | | | | | | [removed: 231.4] [added: 322.5] | | | | | | [removed: 198.3] [added: 231.4] | | |

| Amortization of intangibles | | | [removed: 36.0] [added: 98.9] | | | | | | [removed: 11.8] [added: 36.0] | | | | | | [removed: 22.6] [added: 11.8] | | |

| Restructuring, impairment, and other charges | | | [removed: 8.9] [added: 30.7] | | | | | | [removed: 13.8] [added: 8.9] | | | | | | [removed: 6.8] [added: 13.8] | | |

| Total operating expenses | | | [removed: 899.7] [added: 1,077.3] | | | | | | [removed: 721.1] [added: 899.7] | | | | | | [removed: 651.8] [added: 721.1] | | |

| Operating income | | | [removed: 1,612.7] [added: 1,527.0] | | | | | | [removed: 891.8] [added: 1,612.7] | | | | | | [removed: 952.0] [added: 891.8] | | |

| Interest expense | | | [removed: (13.4)] [added: (47.9)] | | | | | | [removed: —] [added: (13.4)] | | | | | | — | | |

| Other [removed: income (expense),] [added: expense,] net | | | [removed: (0.6)] [added: (2.5)] | | | | | | [removed: (0.1)] [added: (0.6)] | | | | | | [removed: 9.0] [added: (0.1)] | | |

| Income before income taxes | | | [removed: 1,598.7] [added: 1,476.6] | | | | | | [removed: 891.7] [added: 1,598.7] | | | | | | [removed: 961.0] [added: 891.7] | | |

| Provision for income taxes | | | [removed: 100.4] [added: 201.4] | | | | | | [removed: 76.9] [added: 100.4] | | | | | | [removed: 107.4] [added: 76.9] | | |

| Net income | | | $ | [removed: 1,498.3] [added: 1,275.2] | | | | | $ | [removed: 814.8] [added: 1,498.3] | | | | | $ | [removed: 853.6] [added: 814.8] | |

| Basic | | | $ | [removed: 9.07] [added: 7.85] | | | | | $ | [removed: 4.84] [added: 9.07] | | | | | $ | [removed: 4.92] [added: 4.84] | |

| Diluted | | | $ | [removed: 8.97] [added: 7.81] | | | | | $ | [removed: 4.80] [added: 8.97] | | | | | $ | [removed: 4.89] [added: 4.80] | |

| Basic | | | [removed: 165.2] [added: 162.4] | | | | | | [removed: 168.5] [added: 165.2] | | | | | | [removed: 173.5] [added: 168.5] | | |

| Diluted | | | [removed: 167.0] [added: 163.3] | | | | | | [removed: 169.9] [added: 167.0] | | | | | | [removed: 174.5] [added: 169.9] | | |

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

| Fair value of investments | | | [removed: (0.5)] [added: (0.2)] | | | | | | [removed: 0.1] [added: (0.5)] | | | | | | [removed: 0.3] [added: 0.1] | | |

| Pension adjustments | | | [removed: 0.4] [added: 3.3] | | | | | | [removed: —] [added: 0.4] | | | | | | [removed: 0.5] [added: —] | | |

| Comprehensive income | | | $ | [removed: 1,498.2] [added: 1,278.3] | | | | | $ | [removed: 814.9] [added: 1,498.2] | | | | | $ | [removed: 854.4] [added: 814.9] | |

| | | | [added: September 30, 2022 | | | | | |] October 1, 2021 | | | | | | October 2, 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 882.9] [added: 566.0] | | | | | $ | [removed: 566.7] [added: 882.9] | |

| Marketable securities | | | [removed: 137.2] [added: 20.3] | | | | | | [removed: 408.1] [added: 137.2] | | |

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.

*Application of tax laws and regulations*

As discussed in Note 2 and Note 9 to the consolidated financial statements, the Company recorded an income tax provision of $201.4 million for the year ended September 30, 2022, which is comprised of current and deferred taxes on domestic and foreign income.

The application of tax laws and regulations to calculate tax liabilities is subject to legal and factual interpretation, judgment, and uncertainty in a multitude of jurisdictions.

Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings.

We identified the evaluation of the application of tax laws and regulations in certain jurisdictions as a critical audit matter.

Challenging auditor judgment and the involvement of tax professionals with specialized skills and knowledge were required due to the Company’s application of the tax laws and regulations within the manually prepared income tax provision.

We involved tax professionals with specialized skills and knowledge, who assisted in evaluating the Company’s application of the tax laws and regulations in certain jurisdictions, including the resulting calculations, within the manually prepared income tax provision.

November 22, 2022

| Net income | | | $ | 1,275.2 | | | | | $ | 1,498.3 | | | | | $ | 814.8 | |

| Current portion of long-term debt | | | 499.2 | | | | | | — | | |

| Net income | | | $ | 1,275.2 | | | | | $ | 1,498.3 | | | | | $ | 814.8 | |

| Receipts from the sales of property, plant, and equipment | | | 7.7 | | | | | | — | | | | | | — | | |

| Repurchase and retirement of common stock | | | (1.4) | | | | | | (0.4) | | | | | | (67.1) | | | | | | 4,147.0 | | | | | | (3,549.9) | | | | | | (792.3) | | | | | | — | | | | | | (195.6) | | |

| Repurchase and retirement of common stock | | | (6.5) | | | | | | (1.6) | | | | | | (0.6) | | | | | | 90.2 | | | | | | (309.4) | | | | | | (666.0) | | | | | | — | | | | | | (886.8) | | |

| Balance at September 30, 2022 | | | 160.2 | | | | | | $ | 40.0 | | | | | — | | | | | | $ | — | | | | | $ | 11.9 | | | | | $ | 5,421.9 | | | | | $ | (4.8) | | | | | $ | 5,469.0 | |

The Company recognizes shipping fees, if any, received from customers in revenue and includes the related shipping and handling costs in cost of revenue.

more likely than not.

The Company accounts for stock repurchases in the consolidated balance sheet by reducing common stock for the par value of the shares, reducing paid-in capital for the amount in excess of par to zero during the period in which the shares are repurchased, and recording the residual amount, if any, to retained earnings.

| | | | September 30, 2022 | | | | | | October 1, 2021 | | | | | | September 30, 2022 | | | | | | October 1, 2021 | | |

| Total marketable securities | | | $ | 20.3 | | | | | $ | 137.2 | | | | | $ | 0.5 | | | | | $ | 7.1 | |

Neither gross unrealized gains and losses nor realized gains and losses were material as of September 30, 2022, and October 1, 2021, respectively.

| | | | As of September 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | As of October 1, 2021 | | | | | | | | | | | | | | | | | | | | |

| Total assets at fair value | | | $ | 586.8 | | | | | $ | 569.3 | | | | | $ | 17.5 | | | | | $ | — | | | | | $ | 1,027.2 | | | | | $ | 885.5 | | | | | $ | 141.7 | | | | | $ | — | |

During fiscal 2022, the Company recorded impairment charges of $20.7 million primarily related to the abandonment of two previously capitalized IPR&D projects.

During the fiscal years ended October 1, 2021, and October 2, 2020, the Company recorded impairment charges of $7.1 million and $11.8 million, respectively.

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

| | | | September 30, 2022 | | | | | | | | | | | | October 1, 2021 | | | | | | | | |

| | | | Carrying Amount | | | | | | Estimated Fair Value | | | | | | Carrying Amount | | | | | | Estimated Fair Value | | |

| | | | September 30, 2022 | | | | | | October 1, 2021 | | |

| | | | September 30, 2022 | | | | | | October 1, 2021 | | |

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

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

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

| Technology licenses | | | 2.7 | | | | | | 105.1 | | | | | | (45.2) | | | | | | 59.9 | | | | | | 48.4 | | | | | | (23.9) | | | | | | 24.5 | | |

| In-process research and development | | | | | | | | | 280.8 | | | | | | — | | | | | | 280.8 | | | | | | 594.9 | | | | | | — | | | | | | 594.9 | | |

| Total intangible assets | | | | | | | | | $ | 1,821.4 | | | | | $ | (376.7) | | | | | $ | 1,444.7 | | | | | $ | 1,854.5 | | | | | $ | (155.9) | | | | | $ | 1,698.6 | |

During fiscal 2022, $293.5 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of 12 years.

Amortization expense related to definite-lived intangible assets was $288.4 million, $86.8 million, and $46.0 million for the fiscal years ended September 30, 2022, October 1, 2021, and October 2, 2020, respectively.

| Amortization expense | | | $ | 225.0 | | | | | $ | 177.6 | | | | | $ | 154.2 | | | | | $ | 126.4 | | | | | $ | 111.0 | | | | | $ | 369.7 | |

*Change in Accounting Principle*

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

A company’s internal control over financial reporting 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

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

| Changes in fair value of contingent consideration | | | — | | | | | | — | | | | | | (3.1) | | |

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

| Balance at September 28, 2018 | | | 177.4 | | | | | | $ | 44.4 | | | | | 51.0 | | | | | | $ | (2,732.5) | | | | | $ | 3,061.0 | | | | | $ | 3,732.9 | | | | | $ | (8.8) | | | | | $ | 4,097.0 | |

| Stock repurchase program | | | (8.9) | | | | | | (2.2) | | | | | | 8.9 | | | | | | (657.6) | | | | | | 2.2 | | | | | | — | | | | | | — | | | | | | (657.6) | | |

| 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) | | | | | | — | | | | | | — | | |

Contract exit costs include contract termination fees and future contractual termination commitments for lease payments.

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.

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

| Available-for-sale: | | | October 1, 2021 | | | | | | October 2, 2020 | | | | | | October 1, 2021 | | | | | | October 2, 2020 | | |

| Total | | | $ | 137.2 | | | | | $ | 408.1 | | | | | $ | 7.1 | | | | | $ | 5.2 | |

There were no gross unrealized gains or losses as of October 1, 2021.

There were gross unrealized gains of $0.3 million on U.S. Treasury securities and $0.2 million on corporate bonds and notes as of October 2, 2020.

| Total | | | $ | 1,027.2 | | | | | $ | 885.5 | | | | | $ | 141.7 | | | | | $ | — | | | | | $ | 980.0 | | | | | $ | 604.4 | | | | | $ | 375.6 | | | | | $ | — | |

Goodwill increased by $986.9 million in fiscal 2021 due to acquisitions completed during the period.

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

There were no other indicators of impairment noted during the fiscal year ended October 1, 2021.

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

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

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

| Trademarks | | | 3.0 | | | 1.0 | | | | | | (1.0) | | | | | | — | | | | | | 1.6 | | | | | | (1.5) | | | | | | 0.1 | | |

| Technology licenses | | | 2.6 | | | 48.4 | | | | | | (23.9) | | | | | | 24.5 | | | | | | $ | 26.3 | | | | | (14.2) | | | | | | 12.1 | | |

| IPR&D | | | | | | 594.9 | | | | | | — | | | | | | 594.9 | | | | | | $ | 19.5 | | | | | — | | | | | | 19.5 | | |

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of [removed: October 1, 2021.][added: September 30, 2022.]

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

Based on management’s evaluation of our disclosure controls and procedures as of [removed: October 1, 2021,] [added: September 30, 2022,] 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.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of [removed: October 1, 2021.][added: September 30, 2022.]

Based on their assessment, management concluded that, as of [removed: October 1, 2021,] [added: September 30, 2022,] 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: 2021] [added: 2022] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

Due to the ongoing COVID-19 pandemic, a significant number of our employees perform all or a portion of their work from home.

The design of our processes, systems, and controls allows for remote execution with accessibility to secure data.

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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Stockholders is incorporated herein by reference.

| Report of Independent Registered Public Accounting Firm [added: (PCAOB ID: 185)] | | | | | | Page [removed: [37](#id5092269004c4fa388536604625f60fe_67)] [added: [37](#i31dcc0e8df854ca7bd5d198cd810f768_64)] | | |

| Consolidated Statements of Operations for the three years ended [removed: October 1, 2021] [added: September 30, 2022] | | | | | | Page [removed: [39](#id5092269004c4fa388536604625f60fe_70)] [added: [39](#i31dcc0e8df854ca7bd5d198cd810f768_67)] | | |

| Consolidated Statements of Comprehensive Income for the three years ended [removed: October 1, 2021] [added: September 30, 2022] | | | | | | Page [removed: [40](#id5092269004c4fa388536604625f60fe_73)] [added: [40](#i31dcc0e8df854ca7bd5d198cd810f768_70)] | | |

| Consolidated Balance Sheets at [removed: October 1, 2021,] [added: September 30, 2022,] and October [removed: 2, 2020] [added: 1, 2021] | | | | | | Page [removed: [41](#id5092269004c4fa388536604625f60fe_76)] [added: [41](#i31dcc0e8df854ca7bd5d198cd810f768_73)] | | |

| Consolidated Statements of Cash Flows for the three years ended [removed: October 1, 2021] [added: September 30, 2022] | | | | | | Page [removed: [42](#id5092269004c4fa388536604625f60fe_82)] [added: [42](#i31dcc0e8df854ca7bd5d198cd810f768_79)] | | |

| Consolidated Statements of Stockholders’ Equity for the three years ended [removed: October 1, 2021] [added: September 30, 2022] | | | | | | Page [removed: [43](#id5092269004c4fa388536604625f60fe_85)] [added: [43](#i31dcc0e8df854ca7bd5d198cd810f768_82)] | | |

| Notes to Consolidated Financial Statements | | | | | | Pages [removed: [44](#id5092269004c4fa388536604625f60fe_88)] [added: [44](#i31dcc0e8df854ca7bd5d198cd810f768_85)] through [removed: [63](#id5092269004c4fa388536604625f60fe_1575)] [added: [63](#i31dcc0e8df854ca7bd5d198cd810f768_148)] | | |

| 3. | | | The Exhibits listed in the Exhibit Index immediately following [added: this] Item [removed: 16] [added: 15] are filed as a part of this Annual Report on Form 10-K. | | | | | |

Table of Contents

EXHIBIT INDEX

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

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

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

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

| 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 | | | | | |

| 3.1 | | | [Restated Certificate of Incorporation, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit31skyworksresta.htm) | | | 10-Q | | | 001-05560 | | | 3.1 | | | 8/3/2016 | | | | | |

| 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 | | | 4/30/2021 | | | | | |

| 4.1 | | | [Specimen Certificate of Common Stock](http://www.sec.gov/Archives/edgar/data/4127/000095013502003322/b43499ssexv4.txt) | | | S-3 | | | 333-92394 | | | 4 | | | 7/15/2002 | | | | | |

| 4.2 | | | [Description of Capital Stock](https://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex42.htm) | | | 10-K | | | 001-05560 | | | 4.2 | | | 11/14/2019 | | | | | |

| 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 | | | | | |

| 10.1* | | | [Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex1012002esppmay2020.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 7/24/2020 | | | | | |

| 10.2* | | | [Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex102nqesppmay2020.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 7/24/2020 | | | | | |

| 10.3* | | | [Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000023/fy12proxyvoteexhibit101.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 5/13/2013 | | | | | |

| 10.4* | | | [Form of Nonstatutory Stock Option Agreement under the Company’s 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/a2005long-termincentiveupd.htm) | | | 10-Q | | | 001-05560 | | | 10.B | | | 1/31/2013 | | | | | |

| 10.5* | | | [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412718000021/q218exhibit101amendedandre.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 5/4/2022 | | | | | |

| 10.6* | | | [Form of Nonstatutory Stock Option Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm) | | | 10-Q | | | 001-05560 | | | 10.OO | | | 5/7/2008 | | | | | |

| 10.7* | | | [Form of Restricted Stock Unit Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1022008dltiprsuagreement.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 5/4/2016 | | | | | |

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

| 10.9* | | | [Form of Nonstatutory Stock Option Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh102optionagreement.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 8/5/2015 | | | | | |

| 10.10* | | | [Form of Performance Share Agreement under the Company’s](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex101_2015ltip-psaagre.htm) [Amended and](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex101_2015ltip-psaagre.htm) [](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex101_2015ltip-psaagre.htm)[Restated](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex101_2015ltip-psaagre.htm) [2015 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex101_2015ltip-psaagre.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 2/4/2022 | | | | | |

| 10.11* | | | [Form of Restricted Stock Unit Agreement under the Company’s](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex102_2015ltip-rsuagre.htm) [Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex102_2015ltip-rsuagre.htm) [and Restated](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex102_2015ltip-rsuagre.htm) [2015 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex102_2015ltip-rsuagre.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 2/4/2022 | | | | | |

| 10.12*^ | | | [Fiscal Year 202](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122exhibit103_skyworkseip.htm)[2](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122exhibit103_skyworkseip.htm) [Executive Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122exhibit103_skyworkseip.htm) | | | 10-Q | | | 001-05560 | | | 10.3 | | | 2/4/2022 | | | | | |

| 10.13* | | | [Skyworks Solutions, Inc. Cash Compensation Plan for Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222ex102-skyworkssolution.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 5/4/2022 | | | | | |

Table of Contents

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

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

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

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

| 10.14* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 11, 2016, between the Company and Liam Griffin](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit102griffincicag.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 8/3/2016 | | | | | |

| 10.15* | | | [Change in Control / Severance Agreement, dated August 29, 2016, between the Company and Kris Sennesael](http://www.sec.gov/Archives/edgar/data/4127/000000412716000068/fy1610k903016ex1032sennesa.htm) | | | 10-K | | | 001-05560 | | | 10.32 | | | 11/22/2016 | | | | | |

| 10.16* | | | [Change in Control / Severance Agreement, dated November 10, 2016, between the Company and Robert J. Terry](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex102terrycicagreement.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 2/7/2017 | | | | | |

| 10.17* | | | [Change in Control / Severance Agreement, dated November 9, 2016, between the Company and Carlos S. Bori](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1027boricic.htm) | | | 10-K | | | 001-05560 | | | 10.27 | | | 11/13/2017 | | | | | |

| 10.18* | | | [Change in Control / Severance Agreement, dated April 13, 2018, between the Company and Kari A. Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412720000007/q120exhibit102.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 1/24/2020 | | | | | |

| 10.19* | | | [Change in Control / Severance Agreement, dated November 9, 2016, between the Company and Reza Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222ex103-changeinctrlseve.htm) | | | 10-Q | | | 001-05560 | | | 10.3 | | | 5/4/2022 | | | | | |

| 10.20 | | | [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 | | | | | |

None

Table of Contents

EXHIBIT INDEX

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

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

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

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

| 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 | | | | | |

| 3.1 | | | [Restated Certificate of Incorporation, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit31skyworksresta.htm) | | | 10-Q | | | 001-05560 | | | 3.1 | | | 8/3/2016 | | | | | |

| 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 | | | 4/30/2021 | | | | | |

| 4.1 | | | [Specimen Certificate of Common Stock](http://www.sec.gov/Archives/edgar/data/4127/000095013502003322/b43499ssexv4.txt) | | | S-3 | | | 333-92394 | | | 4 | | | 7/15/2002 | | | | | |

| 4.2 | | | [Description of Capital Stock](https://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex42.htm) | | | 10-K | | | 001-05560 | | | 4.2 | | | 11/14/2019 | | | | | |

| 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 | | | | | |

| 10.1* | | | [Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex1012002esppmay2020.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 7/24/2020 | | | | | |

| 10.2* | | | [Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex102nqesppmay2020.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 7/24/2020 | | | | | |

| 10.3* | | | [Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000023/fy12proxyvoteexhibit101.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 5/13/2013 | | | | | |

| 10.4* | | | [Form of Nonstatutory Stock Option Agreement under the Company’s 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/a2005long-termincentiveupd.htm) | | | 10-Q | | | 001-05560 | | | 10.B | | | 1/31/2013 | | | | | |

| 10.5* | | | [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412718000021/q218exhibit101amendedandre.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 5/4/2018 | | | | | |

| 10.6* | | | [Form of Nonstatutory Stock Option Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm) | | | 10-Q | | | 001-05560 | | | 10.OO | | | 5/7/2008 | | | | | |

| 10.7* | | | [Form of Restricted Stock Unit Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1022008dltiprsuagreement.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 5/4/2016 | | | | | |

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

| 10.9* | | | [Form of Nonstatutory Stock Option Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh102optionagreement.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 8/5/2015 | | | | | |

| 10.10* | | | [Form of Performance Share Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh103psaagreement.htm) | | | 10-Q | | | 001-05560 | | | 10.3 | | | 8/5/2015 | | | | | |

| 10.11* | | | [Form of Restricted Stock Unit Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh104rsuagreement.htm) | | | 10-Q | | | 001-05560 | | | 10.4 | | | 8/5/2015 | | | | | |

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

| 10.13* | | | [Skyworks Solutions, Inc. Cash Compensation Plan for Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412720000027/q220exhibit101.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 5/5/2020 | | | | | |

Table of Contents

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

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

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

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

| 10.14* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 11, 2016, between the Company and Liam Griffin](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit102griffincicag.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 8/3/2016 | | | | | |

| 10.15* | | | [Change in Control / Severance Agreement, dated August 29, 2016, between the Company and Kris Sennesael](http://www.sec.gov/Archives/edgar/data/4127/000000412716000068/fy1610k903016ex1032sennesa.htm) | | | 10-K | | | 001-05560 | | | 10.32 | | | 11/22/2016 | | | | | |

| 10.16* | | | [Change in Control / Severance Agreement, dated November 10, 2016, between the Company and Robert J. Terry](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex102terrycicagreement.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 2/7/2017 | | | | | |

| 10.17* | | | [Change in Control / Severance Agreement, dated November 9, 2016, between the Company and Carlos S. Bori](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1027boricic.htm) | | | 10-K | | | 001-05560 | | | 10.27 | | | 11/13/2017 | | | | | |

| 10.18* | | | [Change in Control / Severance Agreement, dated April 13, 2018, between the Company and Kari A. Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412720000007/q120exhibit102.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 1/24/2020 | | | | | |

| 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 | | | | | |