Skyworks Solutions (SWKS) 10-K risk factor changes: FY2023 vs FY2022

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

We also operate our own wafer [removed: fabrication] [added: processing] facilities in Osaka, Japan, as well as packaging, assembly, and test facilities in Singapore and in Mexicali, Mexico.

- [removed: inflation,] [added: inflation or deflation,] as well as changes in existing and expected rates of [removed: inflation,] [added: inflation or deflation,] which may vary across the jurisdictions in which we do business,

- global, regional, and local economic and political conditions, including, but not limited to, social, economic, political, and supply chain instability related to the uncertainty regarding the relationships among the United States, China, Taiwan, Russia, Mexico, North Korea, [added: Israel, other] Middle Eastern countries, [added: Japan, Singapore,] other foreign countries, and the international community at large, as well as related to armed conflicts, such as the conflict between Russia and [removed: Ukraine,] [added: Ukraine and the conflicts in Israel and other Middle Eastern countries,] that exist, or in the 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, [removed: and] trade protection measures, including export duties, quotas, customs duties, border taxes, border closures, increased import or export controls, [added: export licenses,] and [removed: tariffs),] [added: tariffs, and restrictions on the purchase of products made] or [added: containing technology or components from certain companies or from companies located in certain jurisdictions), or] actions by non-governmental individuals and groups (such as protests, boycotts, insurgencies, organized 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,

- misappropriation or other unauthorized transfers of our electronic information and breaches of our information systems, as well as the potential lack of adequate remedies [added: or enforcement mechanisms] in certain jurisdictions,

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, [added: intellectual property matters,] internal and disclosure control obligations, securities regulation, competition, data privacy and 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 fines, penalties, or monetary damages, criminal sanctions against us or our officers, prohibitions on doing business, unfavorable publicity and other [removed: reputation] [added: reputational] damage, restrictions on our ability to process information, and allegations by our [removed: clients] [added: counterparties] that we have not performed our contractual obligations.

The effects of the [removed: global] COVID-19 pandemic [removed: continue to] [added: may] adversely affect our business [removed: operations.][added: operations, results of operations and financial condition.]

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

The [added: pandemic’s] impacts on our business operations and [removed: workforce of the pandemic, including as a result of more contagious variants of the virus that causes COVID-19,] [added: workforce,] and the duration of such impacts, are uncertain, constantly evolving, and difficult to quantify, but have thus far included, or in the future may include, [added: disruptions to our supply chain and increased costs in connection with] the [removed: following:][added: sourcing of materials, components, equipment, assembly and test services, engineering support, shipping and logistics services, and other services.]

[removed: We may experience negative impacts to our] [added: Our] business operations [added: would also be negatively impacted] if one or more of [removed: these] [added: our] major customers were to significantly decrease its orders for our products due to disruptions to its business operations or other pandemic-related issues.

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 [added: existence of new variants of the virus that causes COVID-19, the] duration and spread of the pandemic, its severity, the actions to contain COVID-19 or treat its impact, and how quickly and to what extent normal economic and operating conditions resume.

Even after the pandemic has subsided as a public health matter, we may experience material adverse impacts to our business [added: operations, results of operations and financial condition] as a result of its adverse impact on the global economy.

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

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

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 [removed: has,] [added: has limited,] and could in the [removed: future, limit] [added: future limit,] our ability to sell to certain of those entities and to third parties that do business with those entities.

To the extent the tax laws and regulations in these various countries and localities [removed: could] change, our tax liability [removed: in general] could increase.

Beginning in fiscal year 2023, for U.S. income tax purposes we [removed: will be] [added: were] 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 [added: has increased, and which] we expect will [removed: increase] [added: continue to increase,] our taxes payable, resulting in reduced [removed: cash] [added: near term-cash] flows.

[removed: Although we] [added: We] are currently evaluating the impact this law may [removed: have, we do expect] [added: have on] our effective tax rate [removed: to increase] in fiscal year 2024.

In addition, it is uncertain if and to what extent various states will conform to changes to [added: federal] tax law.

[added: Furthermore, countries where we are subject to] taxes, including the United States, evaluate their tax policies and rules on a regular basis, and we may see significant changes in legislation and regulations concerning taxation.

- delays in the widespread deployment of commercial 5G [removed: networks,][added: networks and other new technologies,]

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

In each of fiscal [removed: 2022,] [added: 2023,] fiscal [removed: 2021,] [added: 2022,] and fiscal [removed: 2020,] [added: 2021,] one customer accounted for greater than ten percent of our net revenue.

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

As a result, we rely on OEMs and ODMs of [removed: wireless communications] electronics products to select our products from among alternative offerings to be designed into their equipment.

[added: 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.

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

Our 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 [removed: BAW filter wafer fabrication facilities in Osaka, Japan, and our assembly and test facilities in Mexicali, Mexico, and in Singapore.]

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

During fiscal 2022, we entered into long-term capacity reservation and supply agreements with certain third-party [removed: foundries.][added: foundries, under which we agreed to certain minimum purchase commitments.]

These [added: long-term capacity reservation] agreements may [removed: cease to be commercially reasonable if overall market demand or pricing is reduced, and they may] have an [added: additional] adverse effect on our operating results in the event our future supply needs are reduced below the minimum [removed: order commitments.][added: purchase commitments as a result of further reduction in overall market demand.]

Although we maintain relationships with suppliers located around the world with the objective of ensuring that we have adequate sources for the supply of raw materials and components for our manufacturing needs, increases in demand from the semiconductor industry for such raw materials and components (including, but not limited to, [added: gallium, germanium, and] precious and rare earth metals), as well as increased demand for commodities in general, can result in tighter supplies and higher costs.

Our employees are [removed: highly sought after by] [added: in high demand, and] our competitors and other [removed: companies, which in some cases] [added: companies] may be able to offer compensation opportunities in excess of what we offer.

Our business [removed: would] [added: could] be adversely affected by the departure of existing members of our senior management team or if our senior management team is unable to effectively implement our strategy.

On May 21, 2021, the Company, as borrower, entered into a term credit agreement with various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, providing for a $1.0 billion [removed: Term] [added: term loan facility (the “Term] Loan [removed: Facility.][added: Facility”).]

Additionally, on May 26, 2021, the Company issued $500 million of its 0.900% 2023 Notes, $500 million of its 1.800% 2026 Notes, and $500 million of its 3.000% 2031 Notes in a public [removed: offering.][added: offering (the “Notes”).]

Additionally, on May 21, 2021, the Company entered into [removed: the Revolving Credit Agreement] [added: a revolving credit agreement] with various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, providing for a $750 million [removed: Revolver.][added: revolving credit facility (the “Revolving Credit Facility”).]

[removed: This indebtedness] [added: Indebtedness under our Term Loan Facility, Revolving Credit Facility, or the Notes] could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions.

BAW filter wafer processing facilities in Osaka, Japan, and our assembly and test facilities in Mexicali, Mexico, and in Singapore.

As a result of reduced overall market demand, we recorded impairment charges during fiscal 2023.

Since May 2021, the Company has repaid certain amounts of indebtedness under the Term Loan Facility and the Notes, including as discussed in Note 16 to Item 8 of this Annual Report on Form 10-K.

We compete with

products on a timely basis, both within our traditional markets and in new, expanded, or adjacent markets.

Such an incident could,

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

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

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

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

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

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.

We may 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 recession.

- In the event that our manufacturing operations in Mexicali, Mexico, become subject to significant restrictions or are suspended again, 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, 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 well-being, some of which have reduced the overall efficiency of our operations and increased manufacturing costs.

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.

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

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

These effects, alone or taken together, could have a material adverse effect on our business, results of operations, customer and supplier relations, employee relations, cash flows, and financial condition.

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

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

Furthermore, countries where we are subject to

Even after a design win,

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.

Some of our customers have implemented vendor-managed inventory, consignment, or similar inventory programs that may result in an increase in the time between manufacture of, and payment for, our products.

From time to time, we

- capital requirements related to cash dividends and stock repurchase programs,

The COVID-19 pandemic [removed: and the resulting economic downturn are affecting] [added: has affected] business conditions in our industry.

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

Fiscal Years Ended September [added: 29, 2023, September] 30, 2022, [removed: October 1, 2021,] and October [removed: 2, 2020.][added: 1, 2021.]

See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended [removed: October 1, 2021,] [added: September 30, 2022,] filed with the SEC on November [removed: 24, 2021,] [added: 23, 2022,] as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January [removed: 28, 2022] [added: 27, 2023] (the [removed: “2021] [added: “2022] 10-K”), for Management’s Discussions and Analysis of Financial Condition and Results of Operations for the fiscal year ended October [removed: 2, 2020.][added: 1, 2021.]

| | | | September [removed: 30, 2022] [added: 29, 2023] | | | | | | [removed: October 1, 2021] [added: September 30, 2022] | | | | | | October [removed: 2, 2020] [added: 1, 2021] | | |

| Cost of goods sold | | | [removed: 52.5] [added: 55.8] | | | | | | [removed: 50.8] [added: 52.5] | | | | | | [removed: 51.9] [added: 50.8] | | |

| Gross profit | | | [removed: 47.5] [added: 44.2] | | | | | | [removed: 49.2] [added: 47.5] | | | | | | [removed: 48.1] [added: 49.2] | | |

| Research and development | | | [removed: 11.3] [added: 12.7] | | | | | | [removed: 10.3] [added: 11.3] | | | | | | [removed: 13.7] [added: 10.3] | | |

| Selling, general, and administrative | | | [removed: 6.0] [added: 6.6] | | | | | | [removed: 6.3] [added: 6.0] | | | | | | [removed: 6.9] [added: 6.3] | | |

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

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

| Total operating expenses | | | [removed: 19.7] [added: 20.6] | | | | | | [removed: 17.6] [added: 19.7] | | | | | | [removed: 21.5] [added: 17.6] | | |

| Operating income | | | [removed: 27.8] [added: 23.6] | | | | | | [removed: 31.6] [added: 27.8] | | | | | | [removed: 26.6] [added: 31.6] | | |

| Interest expense | | | [removed: (0.9)] [added: (1.3)] | | | | | | [removed: (0.3)] [added: (0.9)] | | | | | | [removed: —] [added: (0.3)] | | |

| Income before income taxes | | | [removed: 26.9] [added: 22.6] | | | | | | [removed: 31.3] [added: 26.9] | | | | | | [removed: 26.6] [added: 31.3] | | |

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

| Net income | | | [removed: 23.2] [added: 20.6] | | % | | | | [removed: 29.3] [added: 23.2] | | % | | | | [removed: 24.3] [added: 29.3] | | % |

During the fiscal year ended September [removed: 30, 2022,] [added: 29, 2023,] the following key factors contributed to our overall results of operations, financial position, and cash flows:

- Our ending cash, cash equivalents, and marketable securities balance [removed: decreased 43%] [added: increased 26%] to [removed: $586.8] [added: $738.5] million in fiscal [removed: 2022,] [added: 2023,] as compared to [removed: $1,027.2] [added: $586.8] million in fiscal [removed: 2021.][added: 2022.]

The [removed: decrease] [added: increase] in cash, cash equivalents, and marketable securities during fiscal [removed: 2022] [added: 2023] was primarily due to [removed: the repurchase of 6.5 million shares of common stock for $886.8 million, capital expenditures of $489.4 million, and dividend payments of $373.1 million, partially offset by] cash generated from operations of [removed: $1,424.6 million.][added: $1,856.4 million, partially offset by]

| | | | September [removed: 30, 2022] [added: 29, 2023] | | | | | | Change | | | | | | [removed: October 1, 2021] [added: September 30, 2022] | | | | | | Change | | | | | | October [removed: 2, 2020] [added: 1, 2021] | | |

| Net revenue | | | $ | [removed: 5,485.5] [added: 4,772.4] | | | | | [removed: 7.4%] [added: (13.0)%] | | | | | | $ | [removed: 5,109.1] [added: 5,485.5] | | | | | [removed: 52.3%] [added: 7.4%] | | | | | | $ | [removed: 3,355.7] [added: 5,109.1] | |

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

| Gross profit | | | $ | [removed: 2,604.3] [added: 2,107.3] | | | | | [removed: 3.7%] [added: (19.1)%] | | | | | | $ | [removed: 2,512.4] [added: 2,604.3] | | | | | [removed: 55.8%] [added: 3.7%] | | | | | | $ | [removed: 1,612.9] [added: 2,512.4] | |

| % of net revenue | | | [removed: 47.5] [added: 44.2] | | % | | | | | | | | | | [removed: 49.2] [added: 47.5] | | % | | | | | | | | | | [removed: 48.1] [added: 49.2] | | % |

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

| Research and development | | | $ | [removed: 617.9] [added: 606.8] | | | | | [removed: 16.1%] [added: (1.8)%] | | | | | | $ | [removed: 532.3] [added: 617.9] | | | | | [removed: 14.7%] [added: 16.1%] | | | | | | $ | [removed: 464.1] [added: 532.3] | |

| % of net revenue | | | [removed: 11.3] [added: 12.7] | | % | | | | | | | | | | [removed: 10.4] [added: 11.3] | | % | | | | | | | | | | [removed: 13.8] [added: 10.4] | | % |

The [removed: increase] [added: decrease] in research and development expense in fiscal [removed: 2022,] [added: 2023,] as compared to fiscal [removed: 2021,] [added: 2022,] was primarily related to [removed: headcount-related expenses, including share-based compensation, as] a [removed: result of our increased investment] [added: decrease] in [removed: developing new technologies and products.][added: headcount-related expenses.]

| Selling, general, and administrative | | | $ | [removed: 329.8] [added: 314.0] | | | | | [removed: 2.3%] [added: (4.8)%] | | | | | | $ | [removed: 322.5] [added: 329.8] | | | | | [removed: 39.4%] [added: 2.3%] | | | | | | $ | [removed: 231.4] [added: 322.5] | |

| % of net revenue | | | [removed: 6.0] [added: 6.6] | | % | | | | | | | | | | [removed: 6.3] [added: 6.0] | | % | | | | | | | | | | [removed: 6.9] [added: 6.3] | | % |

The [removed: increase] [added: decrease] in selling, general, and administrative expenses in fiscal [removed: 2022,] [added: 2023,] as compared to fiscal [removed: 2021,] [added: 2022,] was primarily related to [removed: increases in headcount-related expenses, partially offset by] a decrease in [removed: acquisition costs each as a result of the Acquisition in the fourth quarter of fiscal 2021.][added: headcount-related expenses, including share-based compensation.]

| Amortization of intangibles | | | $ | [removed: 98.9] [added: 33.2] | | | | | [removed: 174.7%] [added: (66.4)%] | | | | | | $ | [removed: 36.0] [added: 98.9] | | | | | [removed: 205.1%] [added: 174.7%] | | | | | | $ | [removed: 11.8] [added: 36.0] | |

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

The [removed: increase] [added: decrease] in amortization expense for fiscal [removed: 2022,] [added: 2023,] as compared to fiscal [removed: 2021,] [added: 2022,] was primarily due to [removed: the] [added: certain] intangible assets [added: that were] acquired [removed: during the fourth quarter of] [added: in prior] fiscal [removed: 2021 as part of] [added: years reaching] the [removed: Acquisition.][added: end of their useful lives.]

| Restructuring, impairment, and other charges | | | $ | [removed: 30.7] [added: 28.3] | | | | | [removed: 244.9%] [added: (7.8)%] | | | | | | [removed: 8.9] [added: $] | [added: 30.7] | | | | | [removed: (35.5)%] [added: 244.9%] | | | | | | [removed: 13.8] [added: $] | [added: 8.9] | |

| % of net revenue | | | 0.6 | | % | | | | | | | | | | [removed: 0.2] [added: 0.6] | | % | | | | | | | | | | [removed: 0.4] [added: 0.2] | | % |

Restructuring, impairment, and other charges incurred in fiscal 2022 were primarily related to the abandonment of previously capitalized in-process research and development [removed: (“IPR&D”)] projects.

Restructuring, impairment, and other charges incurred in fiscal [removed: 2021] [added: 2023] were primarily [removed: related] [added: due] to [removed: an] [added: employee severance costs and] impairment [added: charges] on [removed: property, plant, and equipment.][added: divested assets.]

| Interest expense | | | $ | [removed: 47.9] [added: 64.4] | | | | | [removed: 257.5%] [added: 34.4%] | | | | | | $ | [removed: 13.4] [added: 47.9] | | | | | 100.0% | | | | | | $ | [removed: —] [added: 13.4] | |

| Other income (expense), net | | | 0.4 | | | | | | — | | | | | | — | | |

- Net revenue decreased 13.0% to $4,772.4 million in fiscal 2023, as compared to $5,485.5 million in fiscal 2022, driven primarily by a decrease in demand for our mobile products from smartphone customers in the Android ecosystem and for our connectivity solutions in consumer and enterprise markets.

repayments of debt of $900.0 million, dividend payments of $405.2 million, and capital expenditures of $210.3 million.

The decrease in net revenue in fiscal 2023, as compared to fiscal 2022, was driven primarily by a decrease in demand for our mobile products from smartphone customers in the Android ecosystem and for our connectivity solutions in consumer and enterprise markets.

| | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | |

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

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

The decrease in gross profit in fiscal 2023, as compared to fiscal 2022, was primarily the result of lower unit volumes, impairment charges on long-term supply capacity deposits, and lower average selling prices with a gross profit impact of $572.0 million, $47.5 million, and $41.8 million, respectively, partially offset by a favorable product mix with a gross profit impact of $261.2 million.

| | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | |

| | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | |

| | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | |

| | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | |

| | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | |

The increase in interest expense for fiscal 2023, as compared to fiscal 2022, was due to an increase in the variable interest rate associated with the borrowing on the Term Loans, partially offset by a lower average balance of debt outstanding.

Other Income (Expense), net

| | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | |

| Other income (expense), net | | | $ | 18.2 | | | | | 828.0% | | | | | | $ | (2.5) | | | | | 316.7% | | | | | | $ | (0.6) | |

| % of net revenue | | | 0.4 | | % | | | | | | | | | | — | | % | | | | | | | | | | — | | % |

The increase in other income for fiscal 2023, as compared to fiscal 2022, was due to an increase in interest income as a result of higher interest rates.

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

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

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

| | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | | | | | Change | | | | | | October 1, 2021 | | |

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

We recorded a provision for income taxes of $96.0 million (which consisted of $62.0 million and $34.0 million related to United States and foreign income taxes, respectively) and $201.4 million (which consisted of $132.8 million and $68.6 million related to United States and foreign income taxes, respectively) for fiscal 2023 and fiscal 2022, respectively.

In August 2022, the U.S. government enacted the Inflation Reduction Act, which imposes a corporate alternative minimum tax (“CAMT”) of 15% on corporations with three-year average annual adjusted financial statement income exceeding $1.0 billion, as well as a 1% excise tax on corporate stock repurchases made after December 31, 2022.

We are currently evaluating the impact this law may have on our effective tax rate.

CAMT is effective for the Company in fiscal year 2024.

cash and capital resources.

Like many companies in the semiconductor industry, we are experiencing various supply constraints due to the pandemic.

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

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

- Net revenue increased 7.4% to $5,485.5 million in fiscal 2022, as compared to $5,109.1 million in fiscal 2021.

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.

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

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

The increase in interest expense for fiscal 2022, as compared to fiscal 2021, was due to the issuance of the Notes (as defined below) in May 2021 and the borrowing of the Term Loans (as defined below) in July 2021.

The increase in income tax expense in fiscal 2022, as compared to fiscal 2021, was primarily due to a prior period decrease in the reserve for uncertain tax positions, partially offset by a decrease in income from operations and an increase in windfall tax deductions in the current period.

As of September [removed: 30, 2022,] [added: 29, 2023,] there were [removed: $700.0] [added: $300.0] million of borrowings outstanding under the Term Credit Agreement, and a potential change in the associated interest rates would be immaterial to the results of our operations.

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: $566.0] [added: $718.8] million, and marketable securities (U.S. Treasury and government securities, [removed: corporate bonds] and [removed: notes, and] municipal bonds) that total approximately [removed: $20.3] [added: $15.6] million and [removed: $0.5] [added: $4.1] million within short-term and long-term marketable securities, respectively, as of September [removed: 30, 2022.][added: 29, 2023.]

Based on our results of operations for the fiscal year ended September [removed: 30, 2022,] [added: 29, 2023,] a hypothetical reduction in the interest rates on our cash, cash equivalents, and other investments to zero would result in an immaterial reduction of interest income with a de minimis impact on income before taxes.

For the fiscal years ended September [added: 29, 2023, September] 30, 2022, [added: and] October 1, 2021, [removed: and October 2, 2020,] we had foreign exchange [added: gains of $1.7 million and foreign exchange] losses of $1.4 [removed: million, $0.5 million,] [added: million] and [removed: $5.9] [added: $0.5] million, respectively.

Increases in the value of the United States dollar relative to other currencies could make our products more expensive, which could negatively impact our ability to [removed: compete.][added: compete in international markets.]

[removed: For the fiscal year ended] [added: As of] September [removed: 30, 2022,] [added: 29, 2023,] we had no outstanding foreign currency forward or options contracts with financial institutions.

Capitalizing on both organic growth and strategic acquisitions, we are [removed: gaining momentum in] [added: targeting] high-growth verticals, while at the same time, [removed: diversifying] [added: seeking to diversify] our revenue and customer set.

[removed: The Acquisition has] [added: Targeted investments in next-generation technology and solutions, exceptional technical talent, and world-class fabrication capabilities have] 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.

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

We make available free of charge on our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as practicable after we electronically [removed: submit] [added: file] such material [removed: to] [added: with, or furnish it to,] the SEC.

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

[removed: This results in an extraordinary need] [added: The advancement of 5G adoption, IoT, connectivity] for [added: everyone, automotive electrification and safety, as well as augmented reality and virtual reality technology, all demand] faster speeds, increased bandwidth and capacity, significantly lower latency, and more reliable and secure wireless connectivity.

By 2030, we [removed: expect there will be] [added: anticipate] 650 million connected cars worldwide, each consuming 25 times the data [removed: that we see] [added: seen] in today’s smartphones.

[removed: We are helping to enable] [added: Skyworks helps facilitate] these opportunities with highly customized solutions [removed: supporting] [added: that support] 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®.

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

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

We are at the forefront of this new era of connectivity, delivering the solutions that help enable the true potential of 5G and [removed: the] IoT.

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

Our product portfolio is reinforced by a library of approximately [removed: 4,600] [added: 4,900] worldwide patents and other intellectual property that we own and control.

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

We are diversifying [added: the reach of] our business by expanding our addressable markets and broadening our product portfolio to [removed: reach] [added: serve] a wider array of global customers.

With the increasing adoption of 5G and the opportunity to enable more applications, we are growing our business beyond mobile devices (where we support [removed: all] [added: leading] 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, solar, wireless infrastructure, aerospace and defense, medical, smart energy, and wireless [removed: networking.]

In these markets we leverage our scale, intellectual property, and worldwide distribution network, which spans more than [removed: 6,000] [added: 8,000] customers and [removed: 7,600] [added: 8,500] unique products.

- Receivers: electronic devices that change a radio signal from a transmitter into useful information [added: (including broadcast receivers)]

- Timing Devices: [removed: wireless clocks] [added: clock generators, oscillators, jitter attenuators,] and [removed: oscillators] [added: buffers] used in optical networking, data [removed: center and] [added: center,] wireless base [removed: stations][added: stations, industrial, and automotive applications]

In the fiscal years ended September [added: 29, 2023 (“fiscal 2023”), September] 30, 2022 (“fiscal 2022”), [added: and] October 1, 2021 (“fiscal 2021”), [removed: and October 2, 2020 (“fiscal 2020”),] 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 concentrations, see Note [removed: 15] [added: 14] to Item 8 of this Annual Report on Form 10-K.

[added: 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 invested [removed: $617.9] [added: $606.8] million, [removed: $532.3] [added: $617.9] million, and [removed: $464.1] [added: $532.3] million in research and development during fiscal [removed: 2022,] [added: 2023,] fiscal [removed: 2021,] [added: 2022,] and fiscal [removed: 2020,] [added: 2021,] respectively.

The [removed: growth in] [added: level of] research and development expenses were the result of increases in our internal product designs and product development activity for our target markets in each of these fiscal years.

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

Our workforce consists of approximately [removed: 11,150] [added: 9,750] employees located around the world, more than 99% of whom are full-time employees.

- Our workforce was distributed geographically approximately as follows: [removed: 55%] [added: 54%] in Mexico, 24% in the United States, 20% in Asia, 1% in Canada, and less than 1% in Europe.

- Our workforce was distributed by function approximately as follows: [removed: 47%] [added: 43%] in individual contributor manufacturing roles, [removed: 32%] [added: 33%] in engineering or technician roles, [removed: 10%] [added: 11%] in managerial roles, and [removed: 11%] [added: 12%] in professional or other administrative roles.

- Approximately [removed: 4,100] [added: 3,420] of our employees in Mexico, [removed: 290] [added: 650] of our employees in Singapore, and 460 of our employees in Japan were covered by collective bargaining and other union agreements.

According to the 2023 Ericsson Mobility Report, global mobile data is expected to double every three years, driven by new users, innovative services, and the convergence of AI and 5G technology.

Additionally, Wi-Fi® 7, the next generation of Wi-Fi® technology, complements 5G by providing high-speed wireless connectivity in local environments.

These faster data rates and improved efficiency cater to the growing number of devices reliant on wireless networks.

We believe AI can be a catalyst for more efficient wireless communications.

From endpoint devices to data centers, generative AI applications will drive the need for higher speed and higher bandwidth Ethernet networks.

We expect this will help increase the demand for our precision timing solutions.

Finally, with the rapid transition towards electrification and advanced safety in vehicles, we are focused on high growth segments and content opportunities, including (i) power isolation chips for on-board chargers, powertrain, and for battery management systems in electric vehicles, (ii) connectivity, with telematics and other solutions being enabled by 4G/5G cellular engines, Wi-Fi®, Bluetooth®, Ultra-wide band, Ethernet, and GPS, and (iii) in-vehicle infotainment systems, driven by digital radio coprocessors, and solutions supporting advanced driver-assistance systems and autonomous driving.

The trend towards increasing front-end and analog design challenges in smartphones and other platforms plays directly into our core strengths.

The forthcoming releases of 5G technologies offer significant upgrades for smartphones and IoT devices.

These advancements will deliver more bandwidth, faster speeds, and enable applications like virtual reality, augmented reality, live video streaming, and seamless IoT connectivity.

Crucially, they aim to bring us closer to achieving reliable low latency, ideal for massive machine communications, and introduces non-terrestrial networks that enable satellite connectivity for emergency applications.

networking.

- Power over Ethernet: enables both data and power to be sent over standard ethernet cable.

- Power Isolators: digital, analog isolators, and isolated gate drivers used in industrial control, solar inverters, hybrid/electric automotive systems and charging stations

- ProSLIC® family of subscriber line interface circuits: provides complete analog telephone interfaces for premise equipment and enterprise

- System In Package: complete system in a package, including modem, RF front-end, filtering, matching, timing generation – typically, fully certified by regulatory bodies, industry bodies and multi-service operators

excess or obsolete inventory, which could result in inventory write-downs and, in turn, could have a material adverse effect on our financial condition.

As of September 29, 2023:

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

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.

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

Looking forward, we see significant growth opportunities for our industry and for Skyworks.

The key catalyst is the increasing demand for wireless data as the world embraces 5G and other advanced connectivity technologies.

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

- Technical Ceramics: polycrystalline oxide materials used for a wide variety of electrical, mechanical, thermal, and magnetic applications

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

We also maintain Skyworks-owned finished goods inventory at certain customer “hub” locations.

We do not recognize revenue until these customers consume the Skyworks-owned inventory from these hub locations.

As of September 30, 2022:

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

For the fiscal year ended September [removed: 30, 2022][added: 29, 2023]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price of the registrant’s common stock as reported on the Nasdaq Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter [removed: April 1, 2022)] [added: March 31, 2023)] was approximately [removed: $21.3] [added: $18.7] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of November [removed: 11, 2022,] [added: 10, 2023,] was [removed: 160,161,064.][added: 159,954,867.]

| Part III | | | | | | Portions of the Registrant’s Proxy Statement relating to the Registrant’s [removed: 2023] [added: 2024] Annual Meeting of Stockholders (to be filed) are incorporated by reference into Items 10, 11, 12, 13, and 14 of this Annual Report on Form 10-K. | | |

FOR THE YEAR ENDED SEPTEMBER [removed: 30, 2022][added: 29, 2023]

| [ITEM 1: [removed: BUSINESS.](#i31dcc0e8df854ca7bd5d198cd810f768_16)] [added: BUSINESS.](#ib652baefd321401fad432ed640b54bc0_16)] | | | [removed: [5](#i31dcc0e8df854ca7bd5d198cd810f768_16)] [added: [6](#ib652baefd321401fad432ed640b54bc0_16)] | | |

| [ITEM 1A: RISK [removed: FACTORS.](#i31dcc0e8df854ca7bd5d198cd810f768_19)] [added: FACTORS.](#ib652baefd321401fad432ed640b54bc0_1574)] | | | [removed: [11](#i31dcc0e8df854ca7bd5d198cd810f768_19)] [added: [12](#ib652baefd321401fad432ed640b54bc0_1574)] | | |

| [ITEM 1B: UNRESOLVED STAFF [removed: COMMENTS.](#i31dcc0e8df854ca7bd5d198cd810f768_22)] [added: COMMENTS.](#ib652baefd321401fad432ed640b54bc0_22)] | | | [removed: [26](#i31dcc0e8df854ca7bd5d198cd810f768_22)] [added: [27](#ib652baefd321401fad432ed640b54bc0_22)] | | |

| [ITEM 2: [removed: PROPERTIES.](#i31dcc0e8df854ca7bd5d198cd810f768_25)] [added: PROPERTIES.](#ib652baefd321401fad432ed640b54bc0_25)] | | | [removed: [26](#i31dcc0e8df854ca7bd5d198cd810f768_25)] [added: [27](#ib652baefd321401fad432ed640b54bc0_25)] | | |

| [ITEM 3: LEGAL [removed: PROCEEDINGS.](#i31dcc0e8df854ca7bd5d198cd810f768_28)] [added: PROCEEDINGS.](#ib652baefd321401fad432ed640b54bc0_28)] | | | [removed: [26](#i31dcc0e8df854ca7bd5d198cd810f768_28)] [added: [27](#ib652baefd321401fad432ed640b54bc0_28)] | | |

| [ITEM 4: MINE SAFETY [removed: DISCLOSURES](#i31dcc0e8df854ca7bd5d198cd810f768_31).] [added: DISCLOSURES](#ib652baefd321401fad432ed640b54bc0_31).] | | | [removed: [26](#i31dcc0e8df854ca7bd5d198cd810f768_31)] [added: [27](#ib652baefd321401fad432ed640b54bc0_31)] | | |

| [ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.](#i31dcc0e8df854ca7bd5d198cd810f768_37)] [added: SECURITIES.](#ib652baefd321401fad432ed640b54bc0_37)] | | | [removed: [26](#i31dcc0e8df854ca7bd5d198cd810f768_37)] [added: [27](#ib652baefd321401fad432ed640b54bc0_37)] | | |

| [ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.](#i31dcc0e8df854ca7bd5d198cd810f768_43)] [added: OPERATIONS.](#ib652baefd321401fad432ed640b54bc0_43)] | | | [removed: [29](#i31dcc0e8df854ca7bd5d198cd810f768_43)] [added: [30](#ib652baefd321401fad432ed640b54bc0_43)] | | |

| [ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK.](#i31dcc0e8df854ca7bd5d198cd810f768_58)] [added: RISK.](#ib652baefd321401fad432ed640b54bc0_58)] | | | [removed: [34](#i31dcc0e8df854ca7bd5d198cd810f768_58)] [added: [35](#ib652baefd321401fad432ed640b54bc0_58)] | | |

| [ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#i31dcc0e8df854ca7bd5d198cd810f768_61)] [added: DATA.](#ib652baefd321401fad432ed640b54bc0_61)] | | | [removed: [36](#i31dcc0e8df854ca7bd5d198cd810f768_61)] [added: [37](#ib652baefd321401fad432ed640b54bc0_61)] | | |

| [ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE.](#i31dcc0e8df854ca7bd5d198cd810f768_151)] [added: DISCLOSURE.](#ib652baefd321401fad432ed640b54bc0_151)] | | | [removed: [64](#i31dcc0e8df854ca7bd5d198cd810f768_151)] [added: [64](#ib652baefd321401fad432ed640b54bc0_151)] | | |

| [ITEM 9A: CONTROLS AND [removed: PROCEDURES.](#i31dcc0e8df854ca7bd5d198cd810f768_154)] [added: PROCEDURES.](#ib652baefd321401fad432ed640b54bc0_154)] | | | [removed: [64](#i31dcc0e8df854ca7bd5d198cd810f768_154)] [added: [65](#ib652baefd321401fad432ed640b54bc0_154)] | | |

| [ITEM 9B: OTHER [removed: INFORMATION.](#i31dcc0e8df854ca7bd5d198cd810f768_157)] [added: INFORMATION.](#ib652baefd321401fad432ed640b54bc0_157)] | | | [removed: [65](#i31dcc0e8df854ca7bd5d198cd810f768_157)] [added: [65](#ib652baefd321401fad432ed640b54bc0_157)] | | |

| [ITEM [removed: 9C:](#i31dcc0e8df854ca7bd5d198cd810f768_160) [](#i31dcc0e8df854ca7bd5d198cd810f768_160)[DISCLOSURE] [added: 9C: DISCLOSURE] REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS.](#i31dcc0e8df854ca7bd5d198cd810f768_160)] [added: INSPECTIONS.](#ib652baefd321401fad432ed640b54bc0_160)] | | | [removed: [65](#i31dcc0e8df854ca7bd5d198cd810f768_160)] [added: [66](#ib652baefd321401fad432ed640b54bc0_160)] | | |

| [PART [removed: III](#i31dcc0e8df854ca7bd5d198cd810f768_163)] [added: III](#ib652baefd321401fad432ed640b54bc0_163)] | | | | | |

| [ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE [removed: GOVERNANCE.](#i31dcc0e8df854ca7bd5d198cd810f768_166)] [added: GOVERNANCE.](#ib652baefd321401fad432ed640b54bc0_166)] | | | [removed: [66](#i31dcc0e8df854ca7bd5d198cd810f768_166)] [added: [66](#ib652baefd321401fad432ed640b54bc0_166)] | | |

| [ITEM 11: EXECUTIVE [removed: COMPENSATION.](#i31dcc0e8df854ca7bd5d198cd810f768_169)] [added: COMPENSATION.](#ib652baefd321401fad432ed640b54bc0_169)] | | | [removed: [66](#i31dcc0e8df854ca7bd5d198cd810f768_169)] [added: [66](#ib652baefd321401fad432ed640b54bc0_169)] | | |

| [ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS.](#i31dcc0e8df854ca7bd5d198cd810f768_172)] [added: MATTERS.](#ib652baefd321401fad432ed640b54bc0_172)] | | | [removed: [66](#i31dcc0e8df854ca7bd5d198cd810f768_172)] [added: [66](#ib652baefd321401fad432ed640b54bc0_172)] | | |

| [ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE.](#i31dcc0e8df854ca7bd5d198cd810f768_175)] [added: INDEPENDENCE.](#ib652baefd321401fad432ed640b54bc0_175)] | | | [removed: [66](#i31dcc0e8df854ca7bd5d198cd810f768_175)] [added: [66](#ib652baefd321401fad432ed640b54bc0_175)] | | |

| [ITEM 14: PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES.](#i31dcc0e8df854ca7bd5d198cd810f768_178)] [added: SERVICES.](#ib652baefd321401fad432ed640b54bc0_178)] | | | [removed: [66](#i31dcc0e8df854ca7bd5d198cd810f768_178)] [added: [67](#ib652baefd321401fad432ed640b54bc0_178)] | | |

| [PART [removed: IV](#i31dcc0e8df854ca7bd5d198cd810f768_181)] [added: IV](#ib652baefd321401fad432ed640b54bc0_181)] | | | | | |

| [ITEM 15: EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES.](#i31dcc0e8df854ca7bd5d198cd810f768_184)] [added: SCHEDULES.](#ib652baefd321401fad432ed640b54bc0_184)] | | | [removed: [67](#i31dcc0e8df854ca7bd5d198cd810f768_184)] [added: [68](#ib652baefd321401fad432ed640b54bc0_184)] | | |

| [removed: [SIGNATURES](#i31dcc0e8df854ca7bd5d198cd810f768_193)] [added: [SIGNATURES](#ib652baefd321401fad432ed640b54bc0_193)] | | | [removed: [71](#i31dcc0e8df854ca7bd5d198cd810f768_193)] [added: [72](#ib652baefd321401fad432ed640b54bc0_193)] | | |

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#ib652baefd321401fad432ed640b54bc0_13) | | | | | |

| [PART II](#ib652baefd321401fad432ed640b54bc0_34) | | | | | |

| [ITEM 6: RESERVED.](#ib652baefd321401fad432ed640b54bc0_40) | | | [29](#ib652baefd321401fad432ed640b54bc0_40) | | |

- AI (Artificial Intelligence): the theory and development of computer systems able to perform tasks that normally require human intelligence, such as visual perception, speech recognition, decision-making, and translation between languages

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

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

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

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

(1) The Company owns the building and the land is leased for approximately [removed: 40] [added: 39] years expiring in 2061.

| Kadoma, Japan | | | | | | Leased | | | | | | 123,100 | | | | | | Filter manufacturing and office space (2) | | |

| Adamstown, Maryland | | | | | | Owned | | | | | | 121,200 | | | | | | Manufacturing and office space | | |

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

The number of stockholders of record of our common stock as of November [removed: 3, 2022,] [added: 2, 2023,] was [removed: 8,679.][added: 8,175.]

On November [removed: 3, 2022,] [added: 2, 2023,] the Company announced that the Board of Directors had declared a cash dividend of [removed: $0.62] [added: $0.68] per share of common stock, payable on December [removed: 13, 2022,] [added: 12, 2023,] to stockholders of record as of November [removed: 22, 2022.][added: 21, 2023.]

The following table provides information regarding repurchases of common stock made during the three months ended September [removed: 30, 2022:][added: 29, 2023:]

(1) We announced on [removed: January 28, 2021] [added: February 6, 2023] that our Board of Directors had approved a stock repurchase program on January [removed: 26, 2021,] [added: 31, 2023,] 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 [removed: transactions as permitted by] [added: transactions, in compliance with applicable] securities laws and other legal requirements, and which is scheduled to expire on [removed: January 26, 2023.][added: February 1, 2025.]

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

| 7/1/23 - 7/28/23 | | | 12,567 | | | (2) | | | $112.71 | | | — | | | $2.0 billion | | |

| 7/29/23 - 8/25/23 | | | 8,549 | | | (2) | | | $105.62 | | | — | | | $2.0 billion | | |

| 8/26/23 - 9/29/23 | | | — | | | | | | $0.00 | | | — | | | $2.0 billion | | |

| | | | 21,116 | | | | | | | | | — | | | | | |

| 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.

| (1) | | | [Report of Independent Registered Public Accounting [removed: Firm](#i31dcc0e8df854ca7bd5d198cd810f768_64)] [added: Firm](#ib652baefd321401fad432ed640b54bc0_64)] | | | Page [removed: [37](#i31dcc0e8df854ca7bd5d198cd810f768_64)] [added: [38](#ib652baefd321401fad432ed640b54bc0_64)] | | |

| (2) | | | [Consolidated Statements of Operations for the three years ended [removed: September 30, 2022](#i31dcc0e8df854ca7bd5d198cd810f768_67)] [added: September](#ib652baefd321401fad432ed640b54bc0_67) [29](#ib652baefd321401fad432ed640b54bc0_67)[, 202](#ib652baefd321401fad432ed640b54bc0_67)3] | | | Page [removed: [39](#i31dcc0e8df854ca7bd5d198cd810f768_67)] [added: [40](#ib652baefd321401fad432ed640b54bc0_67)] | | |

| (3) | | | [Consolidated Statements of Comprehensive Income for the three years ended [removed: September 30, 2022](#i31dcc0e8df854ca7bd5d198cd810f768_70)] [added: September](#ib652baefd321401fad432ed640b54bc0_70) [29](#ib652baefd321401fad432ed640b54bc0_70)[, 202](#ib652baefd321401fad432ed640b54bc0_70)3] | | | Page [removed: [40](#i31dcc0e8df854ca7bd5d198cd810f768_70)] [added: [41](#ib652baefd321401fad432ed640b54bc0_70)] | | |

| (4) | | | [Consolidated Balance Sheets at [removed: September] [added: September](#ib652baefd321401fad432ed640b54bc0_73) [29](#ib652baefd321401fad432ed640b54bc0_73)[, 202](#ib652baefd321401fad432ed640b54bc0_73)[3](#ib652baefd321401fad432ed640b54bc0_73)[, and](#ib652baefd321401fad432ed640b54bc0_73) [September] 30, [removed: 2022, and October 1, 2021](#i31dcc0e8df854ca7bd5d198cd810f768_73)] [added: 2022](#ib652baefd321401fad432ed640b54bc0_73)] | | | Page [removed: [41](#i31dcc0e8df854ca7bd5d198cd810f768_73)] [added: [42](#ib652baefd321401fad432ed640b54bc0_73)] | | |

| (5) | | | [Consolidated Statements of Cash Flows for the three years ended [removed: September 30, 2022](#i31dcc0e8df854ca7bd5d198cd810f768_79)] [added: September](#ib652baefd321401fad432ed640b54bc0_79) [29](#ib652baefd321401fad432ed640b54bc0_79)[, 202](#ib652baefd321401fad432ed640b54bc0_79)3] | | | Page [removed: [42](#i31dcc0e8df854ca7bd5d198cd810f768_79)] [added: [43](#ib652baefd321401fad432ed640b54bc0_79)] | | |

| (6) | | | [Consolidated Statements of Stockholders’ Equity for the three years ended [removed: September 30, 2022](#i31dcc0e8df854ca7bd5d198cd810f768_82)] [added: September](#ib652baefd321401fad432ed640b54bc0_82) [29](#ib652baefd321401fad432ed640b54bc0_82)[, 202](#ib652baefd321401fad432ed640b54bc0_82)3] | | | Page [removed: [43](#i31dcc0e8df854ca7bd5d198cd810f768_82)] [added: [44](#ib652baefd321401fad432ed640b54bc0_82)] | | |

| (7) | | | Notes to Consolidated Financial Statements | | | Page [removed: [44](#i31dcc0e8df854ca7bd5d198cd810f768_85)] [added: [45](#ib652baefd321401fad432ed640b54bc0_85)] through [removed: [63](#i31dcc0e8df854ca7bd5d198cd810f768_148)] [added: [63](#ib652baefd321401fad432ed640b54bc0_148)] | | |

We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries (the Company) as of September [removed: 30, 2022] [added: 29, 2023] and [removed: October 1, 2021,] [added: September 30, 2022,] the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three-year period ended September [removed: 30, 2022,] [added: 29, 2023,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of September [removed: 30, 2022,] [added: 29, 2023,] 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 September [removed: 30, 2022] [added: 29, 2023] and [removed: October 1, 2021,] [added: September 30, 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended September [removed: 30, 2022,] [added: 29, 2023,] 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 September [removed: 30, 2022] [added: 29, 2023] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 2 and Note [removed: 9] [added: 8] to the consolidated financial statements, the Company recorded an income tax provision of [removed: $201.4] [added: $96.0] million for the year ended September [removed: 30, 2022,] [added: 29, 2023,] which is comprised of current and deferred taxes on domestic and foreign income.

| | | | September [removed: 30, 2022] [added: 29, 2023] | | | | | | [removed: October 1, 2021] [added: September 30, 2022] | | | | | | October [removed: 2, 2020] [added: 1, 2021] | | |

| Net revenue | | | $ | [removed: 5,485.5] [added: 4,772.4] | | | | | $ | [removed: 5,109.1] [added: 5,485.5] | | | | | $ | [removed: 3,355.7] [added: 5,109.1] | |

| Cost of goods sold | | | [removed: 2,881.2] [added: 2,665.1] | | | | | | [removed: 2,596.7] [added: 2,881.2] | | | | | | [removed: 1,742.8] [added: 2,596.7] | | |

| Gross profit | | | [removed: 2,604.3] [added: 2,107.3] | | | | | | [removed: 2,512.4] [added: 2,604.3] | | | | | | [removed: 1,612.9] [added: 2,512.4] | | |

| Research and development | | | [removed: 617.9] [added: 606.8] | | | | | | [removed: 532.3] [added: 617.9] | | | | | | [removed: 464.1] [added: 532.3] | | |

| Selling, general, and administrative | | | [removed: 329.8] [added: 314.0] | | | | | | [removed: 322.5] [added: 329.8] | | | | | | [removed: 231.4] [added: 322.5] | | |

| Amortization of intangibles | | | [removed: 98.9] [added: 33.2] | | | | | | [removed: 36.0] [added: 98.9] | | | | | | [removed: 11.8] [added: 36.0] | | |

| Restructuring, impairment, and other charges | | | [removed: 30.7] [added: 28.3] | | | | | | [removed: 8.9] [added: 30.7] | | | | | | [removed: 13.8] [added: 8.9] | | |

| Total operating expenses | | | [removed: 1,077.3] [added: 982.3] | | | | | | [removed: 899.7] [added: 1,077.3] | | | | | | [removed: 721.1] [added: 899.7] | | |

| Operating income | | | [removed: 1,527.0] [added: 1,125.0] | | | | | | [removed: 1,612.7] [added: 1,527.0] | | | | | | [removed: 891.8] [added: 1,612.7] | | |

| Interest expense | | | [removed: (47.9)] [added: (64.4)] | | | | | | [removed: (13.4)] [added: (47.9)] | | | | | | [removed: —] [added: (13.4)] | | |

| Other [removed: expense,] [added: income (expense),] net | | | [removed: (2.5)] [added: 18.2] | | | | | | [removed: (0.6)] [added: (2.5)] | | | | | | [removed: (0.1)] [added: (0.6)] | | |

| Income before income taxes | | | [removed: 1,476.6] [added: 1,078.8] | | | | | | [removed: 1,598.7] [added: 1,476.6] | | | | | | [removed: 891.7] [added: 1,598.7] | | |

| Provision for income taxes | | | [removed: 201.4] [added: 96.0] | | | | | | [removed: 100.4] [added: 201.4] | | | | | | [removed: 76.9] [added: 100.4] | | |

| Net income | | | $ | [removed: 1,275.2] [added: 982.8] | | | | | $ | [removed: 1,498.3] [added: 1,275.2] | | | | | $ | [removed: 814.8] [added: 1,498.3] | |

| Basic | | | $ | [removed: 7.85] [added: 6.17] | | | | | $ | [removed: 9.07] [added: 7.85] | | | | | $ | [removed: 4.84] [added: 9.07] | |

| Diluted | | | $ | [removed: 7.81] [added: 6.13] | | | | | $ | [removed: 8.97] [added: 7.81] | | | | | $ | [removed: 4.80] [added: 8.97] | |

| Basic | | | [removed: 162.4] [added: 159.4] | | | | | | [removed: 165.2] [added: 162.4] | | | | | | [removed: 168.5] [added: 165.2] | | |

| Diluted | | | [removed: 163.3] [added: 160.3] | | | | | | [removed: 167.0] [added: 163.3] | | | | | | [removed: 169.9] [added: 167.0] | | |

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

| Pension adjustments | | | [removed: 3.3] [added: (0.8)] | | | | | | [removed: 0.4] [added: 3.3] | | | | | | [removed: —] [added: 0.4] | | |

| Comprehensive income | | | $ | [removed: 1,278.3] [added: 982.0] | | | | | $ | [removed: 1,498.2] [added: 1,278.3] | | | | | $ | [removed: 814.9] [added: 1,498.2] | |

| | | | September [added: 29, 2023 | | | | | | September] 30, 2022 | | | | | | October 1, 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 566.0] [added: 718.8] | | | | | $ | [removed: 882.9] [added: 566.0] | |

| Marketable securities | | | [removed: 20.3] [added: 15.6] | | | | | | [removed: 137.2] [added: 20.3] | | |

| Receivables, net of allowances of $0.8 and [removed: $0.7,] [added: $0.8,] respectively | | | [removed: 1,094.0] [added: 864.3] | | | | | | [removed: 756.2] [added: 1,094.0] | | |

| Inventory | | | [removed: 1,212.1] [added: 1,119.7] | | | | | | [removed: 885.0] [added: 1,212.1] | | |

| Other current assets | | | [removed: 337.5] [added: 461.1] | | | | | | [removed: 204.1] [added: 337.5] | | |

November 17, 2023

| Net income | | | $ | 982.8 | | | | | $ | 1,275.2 | | | | | $ | 1,498.3 | |

| Net income | | | $ | 982.8 | | | | | $ | 1,275.2 | | | | | $ | 1,498.3 | |

| Other | | | 6.5 | | | | | | 7.7 | | | | | | — | | |

| Repurchase and retirement of common stock | | | (1.9) | | | | | | (0.4) | | | | | | (0.4) | | | | | | 35.9 | | | | | | (87.3) | | | | | | (123.5) | | | | | | — | | | | | | (175.3) | | |

| Balance at September 29, 2023 | | | 159.5 | | | | | | $ | 39.9 | | | | | — | | | | | | $ | — | | | | | $ | 172.4 | | | | | $ | 5,876.0 | | | | | $ | (5.6) | | | | | $ | 6,082.7 | |

Excise tax on stock repurchases is recorded as part of the cost basis of shares acquired in the consolidated statement of stockholders’ equity.

Government Assistance

The Company receives government assistance for qualifying capital investments, research and development, and other activities as defined by the relevant government entities awarding the incentive.

Incentives provided by government entities are recognized when the Company has reasonable assurance that it will comply with the conditions of the incentive and the incentive will be received.

The Company records capital-related incentives as a reduction to property, plant and equipment and recognizes a reduction to depreciation expense over the useful life of the corresponding asset.

Incentives for specific operating activities are offset against the related expense in the period the expense is incurred.

As of September 29, 2023, the Company has recognized $10.2 million of receivables in other short-term assets with a corresponding reduction to the carrying amounts of the qualifying manufacturing assets, recorded as a reduction to cost of goods sold as the related assets depreciate.

The Company recognized an immaterial benefit in the consolidated statement of operations in fiscal 2023 for grants related to operating activities.

Recently Adopted Accounting Pronouncements and Other Developments

In November 2021, the Financial Accounting Standards Board issued ASU 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”) to increase transparency of government assistance received by most business entities.

The standard requires annual disclosures of the nature of the transactions, including the commitments, contingencies, and the terms and conditions attached to the grant, the form in which the assistance was provided, the accounting policies used to account for the transactions and the effect of the transactions on the entity's financial statements.

The Company adopted ASU 2021-10 in fiscal 2023 and the adoption did not have a significant impact on the consolidated financial statements.

In August 2022, the U.S. government enacted the CHIPS and Science Act, which provides funding for manufacturing grants and research investments and establishes a 25% investment tax credit for certain investments in U.S. semiconductor manufacturing that is placed in service after December 31, 2022.

In August 2022, the U.S. government enacted the Inflation Reduction Act, which imposes a corporate alternative minimum tax (“CAMT”) of 15% on corporations with three-year average annual adjusted financial statement income exceeding $1.0 billion, as well as a 1% excise tax on corporate stock repurchases made after December 31, 2022.

The Company did not incur an excise tax on stock repurchases in fiscal 2023 and is currently evaluating the provisions of CAMT and its potential impact to the Company.

CAMT is effective for the Company in fiscal 2024.

| | | | September 29, 2023 | | | | | | September 30, 2022 | | | | | | September 29, 2023 | | | | | | September 30, 2022 | | |

| | | | As of September 29, 2023 | | | | | | | | | | | | | | | | | | | | | | | | As of September 30, 2022 | | | | | | | | | | | | | | | | | | | | |

During fiscal 2023, the Company recorded impairment charges of $64.5 million primarily due to reduced overall market demand related to long-term supply capacity deposits of $47.5 million recorded within cost of goods sold and a loss on divested assets of $12.3 million recorded within restructuring, impairment, and other.

| | | | September 29, 2023 | | | | | | | | | | | | September 30, 2022 | | | | | | | | |

| | | | September 29, 2023 | | | | | | September 30, 2022 | | |

| Finished goods | | | 315.7 | | | | | | 325.5 | | |

| | | | September 29, 2023 | | | | | | September 30, 2022 | | |

| Technology licenses | | | 2.8 | | | | | | 75.8 | | | | | | (36.0) | | | | | | 39.8 | | | | | | 105.1 | | | | | | (45.2) | | | | | | 59.9 | | |

| Amortization expense | | | $ | 179.1 | | | | | $ | 155.7 | | | | | $ | 127.8 | | | | | $ | 112.6 | | | | | $ | 89.9 | | | | | $ | 285.7 | |

| Effect of stock compensation | | | 16.0 | | | | | | (13.1) | | | | | | (6.7) | | |

| Other, net | | | 15.4 | | | | | | 32.2 | | | | | | 15.8 | | |

| Provision for income taxes | | | $ | 96.0 | | | | | $ | 201.4 | | | | | $ | 100.4 | |

| | | | September 29, 2023 | | | | | | September 30, 2022 | | |

| R&D capitalization | | | 95.3 | | | | | | — | | |

| | | | September 29, 2023 | | | | | | September 30, 2022 | | |

The Company will need

| Increases based on positions related to prior years | | | 25.4 | | |

| Decreases based on settlements with taxing authorities | | | (12.0) | | |

November 22, 2022

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

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

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

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

| Treasury stock, at cost | | | — | | | | | | (1.7) | | |

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

| Balance at September 27, 2019 | | | 170.1 | | | | | | $ | 42.5 | | | | | 60.1 | | | | | | $ | (3,412.9) | | | | | $ | 3,188.0 | | | | | $ | 4,312.6 | | | | | $ | (7.9) | | | | | $ | 4,122.3 | |

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

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

more likely than not.

Recently Issued Accounting Guidance

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

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

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

BUSINESS COMBINATIONS

On July 26, 2021, the Company acquired the Infrastructure and Automotive (“I&A”) business of Silicon Laboratories Inc. (the “Asset Purchase”).

The Asset Purchase accelerated the Company’s expansion into high-growth 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.

The Company acquired the business for total cash consideration of $2.75 billion.

Net revenue and net income from this acquisition have been included in the Consolidated Statements of Operations from the acquisition date through the end of the fiscal year on October 1, 2021, and the impact of the acquisition to the ongoing operations on the Company’s net revenue and net income was not material.

The Company incurred $40.7 million in transaction-related costs during the fiscal year ended October 1, 2021, which were included within the selling, administrative, and general expense.

The allocation of the purchase price to the assets and liabilities recognized in the Company’s acquisition of the I&A business was considered final at the time of filing the 2021 Annual Report on Form 10-K.

The allocation of the purchase price is based on the estimated fair values of the assets acquired and liabilities assumed by major class related to the Asset Purchase and are reflected, as of the acquisition date, in the accompanying financial statements as follows (in millions):

| | | | | | |

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

| | | | As of | | |

| Purchase Price | | | July 26, 2021 | | |

| Cash consideration | | | $ | 2,750.0 | |

| Fair value of partially vested equity awards | | | 4.1 | | |

| Total purchase consideration | | | $ | 2,754.1 | |

| Allocation | | | | | |

| Inventory, including step up | | | $ | 56.3 | |

| Other long-term assets | | | 0.7 | | |

| Goodwill | | | 986.2 | | |

| Liabilities assumed | | | (1.8) | | |

| Estimated fair value of net assets acquired | | | $ | 2,754.1 | |

Goodwill is primarily attributable to the assembled workforce and planned growth in strategic markets.

This goodwill is expected to be deductible for tax purposes.

| Intangible Assets | | | July 26, 2021 | | |

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 September [removed: 30, 2022.][added: 29, 2023.]

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 [added: 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 September [removed: 30, 2022,] [added: 29, 2023,] 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 September [removed: 30, 2022.][added: 29, 2023.]

Based on their assessment, management concluded that, as of September [removed: 30, 2022,] [added: 29, 2023,] 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: 2022] [added: 2023] 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.

Director and Officer Trading Arrangements:

A significant portion of the compensation of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.

Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information.

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes contracts, instructions or written plans for the sale or purchase of Company securities adopted by our directors and officers during the fourth quarter of fiscal 2023 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”):

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

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

| Name and Title | | | Date of Adoption | | | Duration of Rule 10b5-1 Trading Arrangement | | | Aggregate Number of Securities to Be Purchased or Sold | | |

| Karilee Durham, Senior Vice President, Human Resources | | | August 9, 2023 | | | Until August 9, 2024, or such earlier date upon which all transactions are completed or expire without execution | | | Sale of up to 5,000 shares | | |

None of our directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2023.

None.

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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the [removed: captions] [added: caption] “Security Ownership of Certain Beneficial Owners and Management” [removed: and “Equity Compensation Plan Information”] in our definitive proxy statement for the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders is incorporated herein by reference.

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) | | | | | | Page [removed: [37](#i31dcc0e8df854ca7bd5d198cd810f768_64)] [added: [38](#ib652baefd321401fad432ed640b54bc0_64)] | | |

| Consolidated Statements of Operations for the three years ended September [removed: 30, 2022] [added: 29, 2023] | | | | | | Page [removed: [39](#i31dcc0e8df854ca7bd5d198cd810f768_67)] [added: [40](#ib652baefd321401fad432ed640b54bc0_67)] | | |

| Consolidated Statements of Comprehensive Income for the three years ended September [removed: 30, 2022] [added: 29, 2023] | | | | | | Page [removed: [40](#i31dcc0e8df854ca7bd5d198cd810f768_70)] [added: [41](#ib652baefd321401fad432ed640b54bc0_70)] | | |

| Consolidated Balance Sheets at September [removed: 30, 2022,] [added: 29, 2023,] and [removed: October 1, 2021] [added: September 30, 2022] | | | | | | Page [removed: [41](#i31dcc0e8df854ca7bd5d198cd810f768_73)] [added: [42](#ib652baefd321401fad432ed640b54bc0_73)] | | |

| Consolidated Statements of Cash Flows for the three years ended September [removed: 30, 2022] [added: 29, 2023] | | | | | | Page [removed: [42](#i31dcc0e8df854ca7bd5d198cd810f768_79)] [added: [43](#ib652baefd321401fad432ed640b54bc0_79)] | | |

| Consolidated Statements of Stockholders’ Equity for the three years ended September [removed: 30, 2022] [added: 29, 2023] | | | | | | Page [removed: [43](#i31dcc0e8df854ca7bd5d198cd810f768_82)] [added: [44](#ib652baefd321401fad432ed640b54bc0_82)] | | |

| Notes to Consolidated Financial Statements | | | | | | Pages [removed: [44](#i31dcc0e8df854ca7bd5d198cd810f768_85)] [added: [45](#ib652baefd321401fad432ed640b54bc0_85)] through [removed: [63](#i31dcc0e8df854ca7bd5d198cd810f768_148)] [added: [63](#ib652baefd321401fad432ed640b54bc0_148)] | | |

| 2.1^ | | | [Asset Purchase Agreement, dated as of April 22, 2021, by and between Skyworks [removed: Solutions Inc.,] [added: Solutions](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921053805/tm2113063d1_ex2-1.htm)[,](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921053805/tm2113063d1_ex2-1.htm) [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 [removed: Incorporation, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit31skyworksresta.htm)] [added: Incorporation](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a31_restatedcertificateofi.htm)] | | | 10-Q | | | 001-05560 | | | 3.1 | | | [removed: 8/3/2016] [added: 8/8/2023] | | | | | |

| 3.2 | | | [removed: [Third] [added: [Fourth] Amended and Restated [removed: By-laws, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412718000011/exh31-thirdamendedandresta.htm)] [added: By-laws](https://www.sec.gov/Archives/edgar/data/4127/000000412723000016/exhibit31fourthamendmentan.htm)] | | | [removed: 10-Q] [added: 8-K] | | | 001-05560 | | | 3.1 | | | [removed: 4/30/2021] [added: 5/12/2023] | | | | | |

| 10.5* | | | [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as [removed: Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412718000021/q218exhibit101amendedandre.htm)] [added: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222exhibit101-2008dltip.htm)] | | | 10-Q | | | 001-05560 | | | 10.1 | | | 5/4/2022 | | | | | |

| 10.10* | | | [Form of Performance Share Agreement under the [removed: 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] [added: Company’s Amended and Restated 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 [removed: 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] [added: Company’s Amended and Restated 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 [removed: 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)] [added: 202](https://www.sec.gov/Archives/edgar/data/4127/000000412723000010/exhibit103fy23eip.htm)[3](https://www.sec.gov/Archives/edgar/data/4127/000000412723000010/exhibit103fy23eip.htm)] [Executive Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122exhibit103_skyworkseip.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412723000010/exhibit103fy23eip.htm)] | | | 10-Q | | | 001-05560 | | | 10.3 | | | [removed: 2/4/2022] [added: 2/7/2023] | | | | | |

| 10.14* | | | [removed: [Amended] [added: [Second Amended] and Restated Change in Control / Severance Agreement, dated May [removed: 11, 2016,] [added: 10, 2023,] between the Company and Liam [removed: Griffin](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit102griffincicag.htm)] [added: Griffin](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a101cicagreementgriffin.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.2] [added: 10.1] | | | [removed: 8/3/2016] [added: 8/8/2023] | | | | | |

| 10.15* | | | [removed: [Change] [added: [Amended and Restated Change] in Control / Severance Agreement, dated [removed: August 29, 2016,] [added: May 10, 2023,] between the Company and Kris [removed: Sennesael](http://www.sec.gov/Archives/edgar/data/4127/000000412716000068/fy1610k903016ex1032sennesa.htm)] [added: Sennesael](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a102cicagreementsennesael.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-05560 | | | [removed: 10.32] [added: 10.2] | | | [removed: 11/22/2016] [added: 8/8/2023] | | | | | |

| 10.16* | | | [removed: [Change] [added: [Amended and Restated Change] in Control / Severance Agreement, dated [removed: November] [added: May] 10, [removed: 2016,] [added: 2023,] between the Company and Robert J. [removed: Terry](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex102terrycicagreement.htm)] [added: Terry](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a103cicagreementterry.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.2] [added: 10.3] | | | [removed: 2/7/2017] [added: 8/8/2023] | | | | | |

| 10.17* | | | [removed: [Change] [added: [Amended and Restated Change] in Control / Severance Agreement, dated [removed: November 9, 2016,] [added: May 10, 2023,] between the Company and Carlos S. [removed: Bori](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1027boricic.htm)] [added: Bori](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a104cicagreementbori.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-05560 | | | [removed: 10.27] [added: 10.4] | | | [removed: 11/13/2017] [added: 8/8/2023] | | | | | |

| 10.18* | | | [removed: [Change] [added: [Amended and Restated Change] in Control / Severance Agreement, dated [removed: April 13, 2018,] [added: May 10, 2023,] between the Company and Kari A. [removed: Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412720000007/q120exhibit102.htm)] [added: Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a105cicagreementdurham.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.2] [added: 10.5] | | | [removed: 1/24/2020] [added: 8/8/2023] | | | | | |

| 10.19* | | | [removed: [Change] [added: [Amended and Restated Change] in Control / Severance Agreement, dated [removed: November 9, 2016,] [added: May 10, 2023,] between the Company and Reza [removed: Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222ex103-changeinctrlseve.htm)] [added: Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a106cicagreementkasnavi.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.3] [added: 10.6] | | | [removed: 5/4/2022] [added: 8/8/2023] | | | | | |

| [removed: 10.22^] [added: 10.23^] | | | [Revolving Credit Agreement, dated as of May 21, 2021, among the Company, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-2.htm) | | | 8-K | | | 001-05560 | | | 10.2 | | | 5/26/2021 | | | | | |

| 21 | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex21.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex21.htm)] | | | | | | | | | | | | | | | X | | |

| 23.1 | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2293022ex231kpmgconsent.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2392923ex231kpmgconsent.htm)] | | | | | | | | | | | | | | | X | | |

| 31.1 | | | [Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex311.htm)] | | | | | | | | | | | | | | | X | | |

| 31.2 | | | [Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex312.htm)] | | | | | | | | | | | | | | | X | | |

| 32.1 | | | [Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex321.htm)] | | | | | | | | | | | | | | | X | | |

| 32.2 | | | [Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex322.htm)] | | | | | | | | | | | | | | | X | | |

| Date: November [removed: 22, 2022] [added: 17, 2023] | | | SKYWORKS SOLUTIONS, INC. | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November [removed: 22, 2022.][added: 17, 2023.]

| (Principal [removed: Accounting and] Financial Officer) | | | | | | Eric J. Guerin | | |

| [added: Philip Carter] | | | | | | /s/ Christine King | | |

| 10.22^ | | | [First Amendment, dated as of March 6, 2023, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Term Credit Agreement, dated as of May 21, 2021, by and among the Company, the lenders party thereto and the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000000412723000012/exhibit101swksfirstamendme.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 3/10/2023 | | | | | |

| 10.24^ | | | [First Amendment, dated as of March 6, 2023, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Revolving Credit Agreement, dated as of May 21, 2021, by and among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000000412723000012/exhibit102swksfirstamendme.htm) | | | 8-K | | | 001-05560 | | | 10.2 | | | 3/10/2023 | | | | | |

| /s/ Philip Carter | | | | | | | | |

| Vice President and Corporate Controller | | | | | | Christine King | | |

| (Principal Accounting Officer) | | | | | | Director | | |

| | | | | | | /s/ Maryann Turcke | | |

| | | | | | | Maryann Turcke | | |

| | | | | | | | | |

| | | | | | | Christine King | | |