Skyworks Solutions (SWKS) 10-K risk factor changes: FY2024 vs FY2023

- 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, Israel, other Middle Eastern countries, 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 Ukraine and the conflicts in Israel and [removed: other] [added: the] Middle Eastern [removed: countries,] [added: region,] that exist, or in the future could exist, in various jurisdictions around the world,

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

- acts of terrorism, widespread [removed: illness] [added: illness, the effects of global health crises on business conditions in our industry] or [added: in the jurisdictions in which we do business, or] other deterioration of public health conditions, and war,

- misappropriation or other unauthorized transfers of our [removed: electronic] information and breaches of our information systems, as well as the potential lack of adequate remedies 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, intellectual [removed: property matters,] [added: property, sustainability,] internal and disclosure control obligations, securities regulation, competition, data privacy and protection, employment, and labor relations.

Demand from Chinese customers may be adversely affected by China’s evolving laws and regulations, including those relating to taxation, import and export tariffs and restrictions, currency controls, environmental regulations, [removed: information security, indigenous innovation, and intellectual property rights] [added: privacy] and [removed: enforcement of those rights.][added: information]

In addition, changes in the political environment, 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 [removed: 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, including gallium, germanium, [added: antimony,] and rare earth [removed: minerals,] [added: metals,] and the sales of our products in China and elsewhere.

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

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

Furthermore, on August 16, 2022, the U.S. government enacted the Inflation Reduction [removed: Act,] [added: Act (“IRA”),] which imposes a corporate alternative minimum tax [added: (“CAMT”)] of 15% on adjusted financial statement income for certain corporations, as well as an excise tax on corporate stock repurchases.

Changes in [removed: our interpretations and assumptions,] [added: legal interpretations,] as well as additional guidance issued under these laws, could increase income tax liabilities and/or reduce certain tax benefits.

Future changes in tax laws, regulations, and treaties, or the interpretation thereof, in addition to initiatives related to the Base Erosion and Profit Shifting [added: (“BEPS”)] Project of the Organisation for Economic Co-Operation and [removed: Development;] [added: Development (“OECD”), including Pillar One and Pillar Two;] the European Commission’s “state aid” investigations; enactment of a global corporate minimum tax; and other developments could have an adverse effect on the taxation of [removed: international businesses, including] our [removed: own.][added: business, including reducing the availability of tax credits and payment of higher income taxes.]

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

[removed: The effects of the COVID-19 pandemic] may [added: encounter with the delivery, quality, or cost of our products could damage our customer relationships and materially and] adversely affect our [removed: business operations,] [added: business,] results of [removed: operations] [added: operations,] and financial [removed: condition.][added: condition.]

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

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

- market acceptance of our products and our customers’ products including, but not limited to, market acceptance of new, emerging technologies, [added: such as AI,]

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

If we lost one or more of these major customers, [removed: or] if one or more major customers significantly decreased its orders for our products, [added: or if one or more major customers delay or do not make payments in a timely manner,] our business, results of operations, and financial condition could be materially and adversely impacted, which could adversely affect our stock price.

In each of fiscal [removed: 2023,] [added: 2024,] fiscal [removed: 2022,] [added: 2023,] and fiscal [removed: 2021,] [added: 2022,] one customer accounted for greater than ten percent of our net revenue.

For further [removed: discussion] [added: discussion,] see Note [removed: 14] [added: 16] to Item 8 of this Annual Report on Form 10-K.

[removed: We may not continue] [added: Failure] to achieve design wins or to convert design wins into [removed: actual sales, and failure to do so] [added: sales] could materially and adversely affect our operating results.

These disruptions may result from electrical power outages or fluctuations, water shortages, fire, earthquake, flooding, war, acts of terrorism, health advisories or risks, or other natural or man-made disasters, [added: outages or disruptions to our information technology infrastructure, including those portions provided by third parties,] as well as equipment [added: or software] maintenance, repairs, [added: updates,] and/or upgrades.

Likewise, lower-than-expected [removed: demand] [added: demand,] could lead to underutilized manufacturing facilities, which could negatively impact our financial results.

Our key facilities include, but are not limited to, our semiconductor wafer fabrication facilities in Newbury Park, California, and Woburn, [removed: Massachusetts,] [added: Massachusetts;] our SAW, TC-SAW, and [added: BAW filter wafer processing facilities in Osaka, Japan; and our packaging, assembly and test facilities in Mexicali, Mexico, and in Singapore (“Singapore Filter Manufacturing Facility”).]

If any of our subcontractors experiences capacity constraints or financial difficulties, suffers any damage to its facilities, experiences [removed: power] outages or any other disruption of assembly or testing capacity, we may not be able to obtain alternative assembly and testing services in a timely manner and/or at cost-competitive rates.

Due to the amount of time that it usually takes [removed: us] to qualify assembly and test subcontractors, we could experience significant delays and/or increased costs in product shipments if we are required to find alternative assembly and test subcontractors for our components.

As a result of reduced overall market demand, we recorded impairment charges during fiscal [removed: 2023.][added: 2023 and renegotiated certain of these agreements in fiscal 2024.]

These long-term capacity reservation agreements may have an additional adverse effect on our operating results in the event our future supply needs are reduced below the minimum purchase [removed: commitments] [added: expectations] as a result of further reduction in overall market demand.

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

Our employees are in high demand, and our competitors and other companies may be able to offer compensation [added: or other] opportunities in excess of what we offer.

Further, existing immigration [removed: laws,] [added: laws and difficulties obtaining visas,] together with any changes to immigration policies or regulations in the United States, make it more difficult for us to recruit and retain highly skilled foreign national graduates of universities (in the United States or abroad), limiting the pool of available talent.

The loss of the services of one or more of our key employees or our inability to attract, retain, and motivate qualified [removed: personnel,] [added: personnel] could have a material adverse effect on our ability to operate our business.

The loss of any member of our senior management team could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we [removed: operate.]

In addition, the loss of certain members of our senior management team could harm our relationships with key [removed: customers, which could] [added: customers and] negatively impact our future revenue, results of operations, and financial condition.

Our sales are typically made pursuant to standard purchase orders and/or specified customer [removed: contracts] [added: contracts, or both,] for delivery of products and not under long-term supply arrangements with our customers.

Additionally, we sell a portion of our products through third-party distributors, some of whom have rights to return products if the product is [removed: nonconforming.][added: non-conforming.]

Many of our products are customized to the needs or specifications of a specific customer or have a limited number of potential [added: alternative] buyers.

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

While the IRA did not have a material impact to the Company’s financial statements for fiscal 2024, it could have a material impact in future periods depending on various factors, including the amount and frequency of our stock repurchases and the applicability of the CAMT to the Company.

The Company operates under a tax holiday in Singapore and is subject to the Company’s compliance with certain conditions, including maintaining certain employment and investment thresholds in Singapore.

If we cannot, or elect not to, comply with the conditions for the tax holiday, we could be required to refund certain previously realized tax benefits for fiscal years 2021 through 2024, over which period we enjoyed a tax holiday that decreased our taxes by a cumulative $329.8 million, and we may lose the benefits of the tax holiday earlier than scheduled.

For a discussion of the impact the tax holiday has on Singapore taxes owed by us, see Note 8 to Item 14 of this Annual Report on Form 10-K.

security, indigenous innovation, and intellectual property rights and enforcement of those rights.

that differ significantly from previous estimates and projections.

As of September 27, 2024, three customers represented 80% of our aggregate gross accounts receivable.

For further discussion on customer concentration, see Note 14 to Item 8 of this Annual Report on Form 10-K.

We do not obtain design wins on everything that we compete for, and we may not continue to achieve design wins or to convert design wins into actual sales.

Several of our key facilities are leased or subleased.

If we are unable to renew existing leases or subleases on terms acceptable to us, we may be required to relocate our affected operations.

We operate under a sublease for our Singapore Filter Manufacturing Facility that expires in July 2025.

Because the owner of the site for our Singapore Filter Manufacturing Facility has decided to redevelop it for other uses, the potential maximum amount of time we may be able to extend our sublease is five additional years.

We have been engaged in discussions with the owner of the site and intend to request an extension of the sublease for five years, which request we will be permitted to make in February 2025.

However, there is no guarantee that we will be able to secure an extension.

In any event, we will need to relocate our Singapore Filter Manufacturing Facility, and we

have been exploring alternative sites in other locations.

Relocation would be complex and could require, among other things, the transfer of equipment and process nodes and qualification of new or transferred production lines.

This or any relocation or consolidation of facilities could result in disruptions to our business, including potential production interruptions or delays, quality problems, difficulties forecasting our production capabilities, challenges retaining employees or hiring new employees, and the incurrence of significant capital and other expenses, which could have a material adverse effect on our financial condition, results of operations or cash flow.

Any problems that we

operate.

We are exposed to risks related to the use of AI tools by us and others.

Although we are evaluating, and where we believe appropriate, incorporating AI tools into our operations, our use of AI tools may subject us to significant competitive, legal, regulatory and other risks, and there can be no assurance that our use of AI tools will enhance our business operations or result in a benefit to us.

Our competitors may be more successful in their use of AI tools, including by developing superior products or improving their operations with the assistance of AI.

Additionally, there could be adverse impacts from inaccurate or flawed algorithms.

Our use of AI tools could also result in the loss of confidential information or intellectual property or an inability to claim or enforce intellectual property rights, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy, cybersecurity, and the unauthorized use of Company data.

The jurisdictions in which we conduct business have and may adopt laws and regulations related to AI, which could cause us to incur greater compliance costs, limit our use of AI tools, or subject us to legal liabilities.

We may encounter problems upgrading, enhancing, and improving our enterprise applications.

We have been and are engaging in activities to upgrade, enhance and improve various Company enterprise applications and information technology systems, including relating to demand management, enterprise management, quality, sales and marketing, and sourcing.

These activities may not result in the benefits we expect and could cause disruptions to our operations, including interruptions or delays in sales or purchasing processes, business continuity, and maintaining effective internal controls, which could have a material adverse effect on our business.

On an ongoing

From time to time, we have lost market share as a result of competition, and we could lose market share in the future.

their products than we can.

In some instances, we depend on

We expect that these and other rapidly changing laws, regulations, policies, interpretations, and expectations, as well as increased enforcement actions by various

We have been subject to these attacks and expect to continue to be subject to these attacks.

and delays.

From time to time, we have been, and may become involved in litigation with customers, suppliers, competitors, government or regulatory agencies, shareholders, employees, or other parties.

- the extent of the impact of global health events.

Further, the evolving labor market and increasing labor unrest in China may have a negative impact on our customers, which would result in a negative impact on our business, results of operations, and financial condition.

We are currently evaluating the impact this law may have on our effective tax rate in fiscal year 2024.

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

The global COVID-19 pandemic—including the measures taken to limit the spread of the virus and its variants, and the resulting global supply chain challenges—has adversely affected, and may continue to adversely affect, our business operations.

The pandemic’s impacts on our business operations and workforce, and the duration of such impacts, are uncertain, constantly evolving, and difficult to quantify, but have thus far included, or in the future may include, 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.

Our business operations would also be negatively impacted if one or more of 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 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 operations, results of operations and financial condition as a result of its adverse impact on the global economy.

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

Any problems that we may encounter with the delivery, quality, or cost of our products could damage our customer relationships and materially and adversely affect our business, results of operations, and financial condition.

Travel bans, difficulties obtaining visas, and other restrictions on international travel make it more difficult to effectively manage our international operations, collaborate as a global company, and service our international customer base.

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

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,

While we maintain insurance coverage to mitigate some of these risks, such coverage may be insufficient to cover all losses or all types of claims that may arise.

From time to time, we are, and may become, involved in litigation.

- the extent of the impact of the COVID-19 pandemic,

[removed: Our highly innovative analog and mixed-signal semiconductors] [added: We, together with our consolidated subsidiaries,] are [removed: connecting people, places, and things, spanning] a [removed: number] [added: leading developer, manufacturer and provider] of [removed: new] [added: analog] and [removed: previously unimagined applications within the] [added: mixed-signal semiconductor products and solutions for numerous applications, including] aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and [removed: wearable markets.][added: wearables.]

Fiscal Years Ended September [added: 27, 2024, September] 29, 2023, [added: and] September 30, [removed: 2022, and October 1, 2021.][added: 2022]

See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September [removed: 30, 2022,] [added: 29, 2023,] filed with the SEC on November [removed: 23, 2022,] [added: 17, 2023,] as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January [removed: 27, 2023] [added: 26, 2024] (the [removed: “2022] [added: “2023] 10-K”), for Management’s [removed: Discussions] [added: Discussion] and Analysis of Financial Condition and Results of Operations for the fiscal year ended [removed: October 1, 2021.][added: September 30, 2022.]

| | | | September [removed: 29, 2023] [added: 27, 2024] | | | | | | September [removed: 30, 2022] [added: 29, 2023] | | | | | | [removed: October 1, 2021] [added: September 30, 2022] | | |

| Cost of goods sold | | | [removed: 55.8] [added: 58.8] | | | | | | [removed: 52.5] [added: 55.8] | | | | | | [removed: 50.8] [added: 52.5] | | |

| Gross profit | | | [removed: 44.2] [added: 41.2] | | | | | | [removed: 47.5] [added: 44.2] | | | | | | [removed: 49.2] [added: 47.5] | | |

| Research and development | | | [removed: 12.7] [added: 15.1] | | | | | | [removed: 11.3] [added: 12.7] | | | | | | [removed: 10.3] [added: 11.3] | | |

| Selling, general, and administrative | | | [removed: 6.6] [added: 7.2] | | | | | | [removed: 6.0] [added: 6.6] | | | | | | [removed: 6.3] [added: 6.0] | | |

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

| [removed: Restructuring, impairment,] [added: Impairment, restructuring,] and other charges | | | [removed: 0.6] [added: 3.6] | | | | | | 0.6 | | | | | | [removed: 0.2] [added: 0.6] | | |

| Total operating expenses | | | [removed: 20.6] [added: 25.9] | | | | | | [removed: 19.7] [added: 20.6] | | | | | | [removed: 17.6] [added: 19.7] | | |

| Operating income | | | [removed: 23.6] [added: 15.3] | | | | | | [removed: 27.8] [added: 23.6] | | | | | | [removed: 31.6] [added: 27.8] | | |

| Interest expense | | | [removed: (1.3)] [added: (0.7)] | | | | | | [removed: (0.9)] [added: (1.3)] | | | | | | [removed: (0.3)] [added: (0.9)] | | |

| Other income (expense), net | | | [removed: 0.4] [added: 0.7] | | | | | | [removed: —] [added: 0.4] | | | | | | — | | |

| Income before income taxes | | | [removed: 22.6] [added: 15.2] | | | | | | [removed: 26.9] [added: 22.6] | | | | | | [removed: 31.3] [added: 26.9] | | |

| Provision for income taxes | | | [removed: 2.0] [added: 1.0] | | | | | | [removed: 3.7] [added: 2.0] | | | | | | [removed: 2.0] [added: 3.7] | | |

| Net income | | | [removed: 20.6] [added: 14.3] | | % | | | | [removed: 23.2] [added: 20.6] | | % | | | | [removed: 29.3] [added: 23.2] | | % |

During the fiscal year ended September [removed: 29, 2023,] [added: 27, 2024,] the following key factors contributed to our overall results of operations, financial position, and cash flows:

- Net revenue decreased [removed: 13.0%] [added: 12.5%] to [removed: $4,772.4] [added: $4,178.0] million in fiscal [removed: 2023,] [added: 2024,] as compared to [removed: $5,485.5] [added: $4,772.4] million in fiscal [removed: 2022,] [added: 2023,] driven primarily by a decrease in demand for our [removed: mobile products from smartphone customers in the Android ecosystem and for our connectivity solutions in consumer] [added: mobile, analog,] and [removed: enterprise markets.][added: mixed-signal products.]

- Our ending cash, cash equivalents, and marketable securities balance increased [removed: 26%] [added: 113.1%] to [removed: $738.5] [added: $1,574.1] million in fiscal [removed: 2023,] [added: 2024,] as compared to [removed: $586.8] [added: $738.5] million in fiscal [removed: 2022.][added: 2023.]

The increase in cash, cash equivalents, and marketable securities during fiscal [removed: 2023] [added: 2024,] was primarily due to cash generated from operations of [removed: $1,856.4] [added: $1,824.7] million, partially offset by

[added: dividend payments of $439.1 million,] repayments of debt of [removed: $900.0] [added: $300.0] million, [removed: dividend payments] [added: capital expenditures] of [removed: $405.2] [added: $157.0] million, and [removed: capital expenditures] [added: share repurchases] of [removed: $210.3] [added: $77.3] million.

| [added: (dollars in millions)] | | | September [removed: 29, 2023] [added: 27, 2024] | | | | | | Change | | | | | | September [removed: 30, 2022] [added: 29, 2023] | | | | | | Change | | | | | | [removed: October 1, 2021] [added: September 30, 2022] | | |

| Net revenue | | | $ | [removed: 4,772.4] [added: 4,178.0] | | | | | [removed: (13.0)%] [added: (12.5)%] | | | | | | $ | [removed: 5,485.5] [added: 4,772.4] | | | | | [removed: 7.4%] [added: (13.0)%] | | | | | | $ | [removed: 5,109.1] [added: 5,485.5] | |

We market and sell our products [added: indirectly through electronic components distributors and] directly to OEMs of communications and electronics products, third-party original design manufacturers and contract [removed: manufacturers, and indirectly through electronic components distributors.][added: manufacturers.]

We generally experience seasonal peaks during our fourth and first fiscal quarters (which correspond to the second half of the calendar year), primarily as a result of increased worldwide production of consumer electronics in anticipation of [removed: increased] holiday sales, whereas our second and third fiscal quarters are typically lower and in line with seasonal industry trends.

The decrease in net revenue in fiscal [removed: 2023,] [added: 2024,] as compared to fiscal [removed: 2022,] [added: 2023,] was driven primarily by a decrease in demand for our [removed: mobile products from smartphone customers in the Android ecosystem and for our connectivity solutions in consumer] [added: mobile, analog,] and [removed: enterprise markets.][added: mixed-signal products.]

| Gross profit | | | $ | [removed: 2,107.3] [added: 1,720.8] | | | | | [removed: (19.1)%] [added: (18.3)%] | | | | | | $ | [removed: 2,604.3] [added: 2,107.3] | | | | | [removed: 3.7%] [added: (19.1)%] | | | | | | $ | [removed: 2,512.4] [added: 2,604.3] | |

| % of net revenue | | | [removed: 44.2] [added: 41.2] | | % | | | | | | | | | | [removed: 47.5] [added: 44.2] | | % | | | | | | | | | | [removed: 49.2] [added: 47.5] | | % |

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

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

The decrease in gross profit in fiscal [removed: 2023,] [added: 2024,] as compared to fiscal [removed: 2022,] [added: 2023,] was primarily the result of [added: an unfavorable product mix,] lower unit volumes, [removed: impairment charges on long-term supply capacity deposits,] and lower average selling [removed: 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.][added: prices.]

| Research and development | | | $ | [removed: 606.8] [added: 631.7] | | | | | [removed: (1.8)%] [added: 4.1%] | | | | | | $ | [removed: 617.9] [added: 606.8] | | | | | [removed: 16.1%] [added: (1.8)%] | | | | | | $ | [removed: 532.3] [added: 617.9] | |

| % of net revenue | | | [removed: 12.7] [added: 15.1] | | % | | | | | | | | | | [removed: 11.3] [added: 12.7] | | % | | | | | | | | | | [removed: 10.4] [added: 11.3] | | % |

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

| Selling, general, and administrative | | | $ | [removed: 314.0] [added: 300.8] | | | | | [removed: (4.8)%] [added: (4.2)%] | | | | | | $ | [removed: 329.8] [added: 314.0] | | | | | [removed: 2.3%] [added: (4.8)%] | | | | | | $ | [removed: 322.5] [added: 329.8] | |

| % of net revenue | | | [removed: 6.6] [added: 7.2] | | % | | | | | | | | | | [removed: 6.0] [added: 6.6] | | % | | | | | | | | | | [removed: 6.3] [added: 6.0] | | % |

The decrease in selling, general, and administrative expenses in fiscal [removed: 2023,] [added: 2024,] as compared to fiscal [removed: 2022,] [added: 2023,] was primarily related to a [added: gain on the sale of property, plant, and equipment, a] decrease in [removed: headcount-related expenses, including] [added: professional services costs, and a decrease in] share-based [removed: compensation.][added: compensation expense.]

| Amortization of intangibles | | | $ | [removed: 33.2] [added: 0.9] | | | | | [removed: (66.4)%] [added: (97.3)%] | | | | | | $ | [removed: 98.9] [added: 33.2] | | | | | [removed: 174.7%] [added: (66.4)%] | | | | | | $ | [removed: 36.0] [added: 98.9] | |

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

| (dollars in millions) | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | |

| (dollars in millions) | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | |

The increase in research and development expenses in fiscal 2024, as compared to fiscal 2023, was primarily related to increases in certain headcount-related expenses and costs for engineering prototypes as a result of our increased investment in developing new technologies and products, partially offset by a decrease in share-based compensation expense and a decrease in depreciation expense as a result of extending the useful lives of certain machinery and equipment.

For information regarding this change in accounting estimate, see Note 2 to Item 8 of this Annual Report on Form 10-K.

| (dollars in millions) | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | |

| (dollars in millions) | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | |

| (dollars in millions) | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | |

| (dollars in millions) | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | |

The decrease in interest expense in fiscal 2024, as compared to fiscal 2023, was due to certain debt repayments that reduced the amount of outstanding indebtedness.

| (dollars in millions) | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | |

| (dollars in millions) | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | | | | | Change | | | | | | September 30, 2022 | | |

Future changes in tax laws could arise related to the BEPS Project of the OECD, including Pillar One and Pillar Two; the European Commission’s “state aid” investigations; enactment of a global corporate minimum tax; and other developments that could have an adverse effect on the taxation of our business, including reducing the availability of tax credits and payment of higher income taxes.

Many countries have implemented laws based on Pillar Two which will be effective for us in fiscal year 2025.

We continue to evaluate the impact of proposed and enacted legislative changes to our effective tax rate as new guidance becomes available.

The

transaction price when sales are recorded.

We, together with our consolidated subsidiaries, are empowering the wireless networking revolution.

Impact of COVID-19

The COVID-19 pandemic 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 uncertain and could still result in significant disruptions to our business operations, as well as negative impacts to our financial condition.

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

The decrease in research and development expense in fiscal 2023, as compared to fiscal 2022, was primarily related to a decrease in headcount-related expenses.

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.

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.

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

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

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

As of September 29, 2023, there were no borrowings outstanding under the revolving credit facility (the “Revolver”).

cash and capital resources.

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

Our investment portfolio consists of cash and cash equivalents (money market [removed: funds] [added: funds, corporate bonds] and [removed: marketable] [added: notes, and U.S. Treasury and government] securities purchased with less than ninety days until maturity) that total approximately [removed: $718.8] [added: $1,368.6] million, and marketable securities (U.S. Treasury and government securities, [added: corporate bonds] and [added: notes, and] municipal bonds) that total approximately [removed: $15.6] [added: $194.1] million and [removed: $4.1] [added: $11.4] million within short-term and long-term marketable securities, respectively, as of September [removed: 29, 2023.][added: 27, 2024.]

Based on our results of operations for the fiscal year ended September [removed: 29, 2023,] [added: 27, 2024,] 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: 27, 2024, September] 29, 2023, [added: and] September 30, 2022, [removed: and October 1, 2021,] we had foreign exchange [added: losses of $5.2 million, foreign exchange] gains of $1.7 [removed: million] [added: million,] and foreign exchange losses of $1.4 [removed: million and $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 in international markets.][added: compete.]

As of September [removed: 29, 2023,] [added: 27, 2024,] we had [removed: no] [added: not entered into any] outstanding foreign currency forward or options contracts with financial institutions.

Our marketable securities have short-term maturity periods less than one year.

As of September 29, 2023, there were $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 marketable securities consist of short-term and long-term maturity periods between 90 days and two years.

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

Targeted investments in next-generation technology and solutions, [removed: exceptional] technical talent, and [removed: world-class] fabrication capabilities have [removed: accelerated our expansion] [added: created the opportunity to expand] 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, Ciena, Cisco, [removed: DJI,] Ericsson, Fibocom, Garmin, Gemalto (a Thales company), General Electric, Google, Honeywell, Itron, Lenovo, LG Electronics, Microsoft, Motorola, NETGEAR, Nokia, Northrop Grumman, OPPO, Rockwell Collins, Sagemcom, Samsung, Schneider Electric, Sierra Wireless, Sonos, Sony, Technicolor, Telit, Tesla, TP-Link, VIVO, [removed: Xiaomi,] and [removed: ZTE.][added: Xiaomi.]

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 [added: reasonably] practicable after we electronically file such material with, or furnish it to, the SEC.

The information contained on our website is not incorporated by reference in this Annual [removed: Report.][added: Report on Form 10-K and the inclusion of our website address in this report is an inactive textual reference only.]

A widening range of use cases is driving [removed: an insatiable] [added: the high] demand for [removed: ubiquitous] wireless data across a broad array of applications.

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

We [added: expect to] see a continued expansion in data consumption, dependent on [removed: seamless, reliable,] [added: seamless] and [removed: ubiquitous] [added: reliable] wireless connectivity.

Skyworks helps facilitate these opportunities with highly customized solutions that support a broad set of wireless systems and protocols including [removed: cellular, 5G,] [added: cellular (such as 5G),] Wi-Fi®, GPS, Bluetooth®, Accutime™, HD-Radio™, LoRa®, Thread®, [added: Wi-Sun®,] and Zigbee®.

[removed: These faster] [added: 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 [added: and effective] wireless communications.

From endpoint devices to data centers, generative AI applications will drive the need for higher speed and higher bandwidth [removed: Ethernet networks.][added: networks, while increasing the requirements 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 [removed: 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.

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

Our product portfolio is reinforced by a library of approximately [removed: 4,900] [added: 5,000] worldwide patents and other intellectual property that we own and control.

We partner with our customers to support their long-term product road maps and are valued as a system solutions provider rather than just a [removed: point] [added: discrete] product vendor.

With the increasing adoption of 5G and the opportunity to enable more applications, we are growing our business beyond mobile devices (where we support 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 [added: networking.]

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

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

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

We consider our people and corporate culture to be a competitive advantage and a key component of our corporate [removed: strategy.][added: strategy, aligning employee efforts and responsibilities with performance measurement.]

In [added: each of] the fiscal years ended September [added: 27, 2024 (“fiscal 2024”), September] 29, 2023 (“fiscal 2023”), [added: and] September 30, 2022 (“fiscal 2022”), [removed: and October 1, 2021 (“fiscal 2021”),] 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.

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, [removed: personnel,] [added: personnel resources,] and protection of our intellectual property.

We invested [removed: $606.8] [added: $631.7] million, [removed: $617.9] [added: $606.8] million, and [removed: $532.3] [added: $617.9] million in research and development during fiscal [removed: 2023,] [added: 2024,] fiscal [removed: 2022,] [added: 2023,] and fiscal [removed: 2021,] [added: 2022,] respectively.

In addition, most of our customers have mandated that our operations and our products comply with various [removed: “green”] [added: sustainability] initiatives and workers’ rights initiatives initiated by such customers, industry groups in which such customers participate, or the jurisdictions in which such customers operate.

Our workforce consists of approximately [removed: 9,750] [added: 10,100] employees located around the world, more than 99% of whom are full-time employees.

- Our workforce was distributed geographically approximately as follows: 54% in Mexico, [removed: 24%] [added: 25%] in the United States, [removed: 20%] [added: 19%] in Asia, 1% in Canada, and less than 1% in Europe.

- Our workforce was distributed by function approximately as follows: [removed: 43%] [added: 41%] in individual contributor manufacturing roles, [removed: 33%] [added: 35%] in engineering or technician roles, 11% in managerial roles, and [removed: 12%] [added: 13%] in professional or other administrative roles.

- Approximately [removed: 3,420] [added: 3,400] of our employees in Mexico, [removed: 650] [added: 570] of our employees in Singapore, and [removed: 460] [added: 440] of our employees in Japan were covered by collective bargaining and other union agreements.

Skyworks Solutions, Inc., together with its consolidated subsidiaries (“Skyworks” or the “Company”), is a leading developer, manufacturer and provider of analog and mixed-signal semiconductor products and solutions for numerous applications, including aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and wearables.

Wireless connectivity is expanding on a global basis.

According to the 2024 Ericsson Mobility Report, global mobile data for 5G is estimated to triple in the next three years, driven by new users, innovative services, and the convergence of artificial intelligence (“AI”) and 5G technology, and by 2029, it is estimated that approximately 39 billion connections will be related to the IoT, including connected cars, machines, meters, sensors, point-of-sale terminals, consumer electronics and wearables.

Connected cars are forecasted by McKinsey to make up 95% of new vehicles sold globally by 2030.

Additionally, accelerating AI trends could catalyze the smartphone transformation with incremental content driving unprecedented functional and physical densities.

Further, the Company’s three largest accounts receivable balances comprised 80% and 83% of aggregate gross accounts receivable as of September 27, 2024 and September 29, 2023, respectively.

As of September 27, 2024:

Skyworks Solutions, Inc., together with its consolidated subsidiaries (“Skyworks” or the “Company”), is empowering the wireless networking revolution.

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

Wireless connectivity is expanding on a global basis, underscoring the critical nature of our mission of connecting everyone and everything, all the time.

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.

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

By 2030, we anticipate 650 million connected cars worldwide, each consuming 25 times the data seen in today’s smartphones.

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

Our ambitious vision is to connect everyone and everything, all the time.

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

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

networking.

We create key performance indicators that align employee efforts and link responsibilities with performance measurement.

As of September 29, 2023:

The information set forth under Note 11 [removed: of Notes] to [removed: 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: 29, 2023][added: 27, 2024]

| 5260 California Avenue | | | [removed: Irvine | | | California | | |] 92617 | | | [removed: | | |]

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

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

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 [added: March 29, 2024,] the last business day of the registrant’s most recently completed second fiscal [removed: quarter March 31, 2023)] [added: quarter)] was approximately [removed: $18.7] [added: $17.3] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of November [removed: 10, 2023,] [added: 7, 2024,] was [removed: 159,954,867.][added: 159,920,649.]

| Part III | | | | | | Portions of the Registrant’s Proxy Statement relating to the Registrant’s [removed: 2024] [added: 2025] 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: 29, 2023][added: 27, 2024]

| [ITEM 1: [removed: BUSINESS.](#ib652baefd321401fad432ed640b54bc0_16)] [added: BUSINESS.](#ia5c5445a78f748fba89ff2a59d015d5e_16)] | | | [removed: [6](#ib652baefd321401fad432ed640b54bc0_16)] [added: [6](#ia5c5445a78f748fba89ff2a59d015d5e_16)] | | |

| [ITEM 1A: RISK [removed: FACTORS.](#ib652baefd321401fad432ed640b54bc0_1574)] [added: FACTORS.](#ia5c5445a78f748fba89ff2a59d015d5e_19)] | | | [removed: [12](#ib652baefd321401fad432ed640b54bc0_1574)] [added: [12](#ia5c5445a78f748fba89ff2a59d015d5e_19)] | | |

| [ITEM 1B: UNRESOLVED STAFF [removed: COMMENTS.](#ib652baefd321401fad432ed640b54bc0_22)] [added: COMMENTS.](#ia5c5445a78f748fba89ff2a59d015d5e_22)] | | | [removed: [27](#ib652baefd321401fad432ed640b54bc0_22)] [added: [27](#ia5c5445a78f748fba89ff2a59d015d5e_22)] | | |

| [ITEM 2: [removed: PROPERTIES.](#ib652baefd321401fad432ed640b54bc0_25)] [added: PROPERTIES.](#ia5c5445a78f748fba89ff2a59d015d5e_25)] | | | [removed: [27](#ib652baefd321401fad432ed640b54bc0_25)] [added: [28](#ia5c5445a78f748fba89ff2a59d015d5e_25)] | | |

| [ITEM 3: LEGAL [removed: PROCEEDINGS.](#ib652baefd321401fad432ed640b54bc0_28)] [added: PROCEEDINGS.](#ia5c5445a78f748fba89ff2a59d015d5e_28)] | | | [removed: [27](#ib652baefd321401fad432ed640b54bc0_28)] [added: [28](#ia5c5445a78f748fba89ff2a59d015d5e_28)] | | |

| [ITEM 4: MINE SAFETY [removed: DISCLOSURES](#ib652baefd321401fad432ed640b54bc0_31).] [added: DISCLOSURES](#ia5c5445a78f748fba89ff2a59d015d5e_31).] | | | [removed: [27](#ib652baefd321401fad432ed640b54bc0_31)] [added: [28](#ia5c5445a78f748fba89ff2a59d015d5e_31)] | | |

| [ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.](#ib652baefd321401fad432ed640b54bc0_37)] [added: SECURITIES.](#ia5c5445a78f748fba89ff2a59d015d5e_37)] | | | [removed: [27](#ib652baefd321401fad432ed640b54bc0_37)] [added: [29](#ia5c5445a78f748fba89ff2a59d015d5e_37)] | | |

| [ITEM 6: [removed: RESERVED.](#ib652baefd321401fad432ed640b54bc0_40)] [added: RESERVED.](#ia5c5445a78f748fba89ff2a59d015d5e_40)] | | | [removed: [29](#ib652baefd321401fad432ed640b54bc0_40)] [added: [29](#ia5c5445a78f748fba89ff2a59d015d5e_40)] | | |

| [ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.](#ib652baefd321401fad432ed640b54bc0_43)] [added: OPERATIONS.](#ia5c5445a78f748fba89ff2a59d015d5e_43)] | | | [removed: [30](#ib652baefd321401fad432ed640b54bc0_43)] [added: [30](#ia5c5445a78f748fba89ff2a59d015d5e_43)] | | |

| [ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK.](#ib652baefd321401fad432ed640b54bc0_58)] [added: RISK.](#ia5c5445a78f748fba89ff2a59d015d5e_58)] | | | [removed: [35](#ib652baefd321401fad432ed640b54bc0_58)] [added: [35](#ia5c5445a78f748fba89ff2a59d015d5e_58)] | | |

| [ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#ib652baefd321401fad432ed640b54bc0_61)] [added: DATA.](#ia5c5445a78f748fba89ff2a59d015d5e_61)] | | | [removed: [37](#ib652baefd321401fad432ed640b54bc0_61)] [added: [37](#ia5c5445a78f748fba89ff2a59d015d5e_61)] | | |

| [ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE.](#ib652baefd321401fad432ed640b54bc0_151)] [added: DISCLOSURE.](#ia5c5445a78f748fba89ff2a59d015d5e_151)] | | | [removed: [64](#ib652baefd321401fad432ed640b54bc0_151)] [added: [64](#ia5c5445a78f748fba89ff2a59d015d5e_151)] | | |

| [ITEM 9A: CONTROLS AND [removed: PROCEDURES.](#ib652baefd321401fad432ed640b54bc0_154)] [added: PROCEDURES.](#ia5c5445a78f748fba89ff2a59d015d5e_154)] | | | [removed: [65](#ib652baefd321401fad432ed640b54bc0_154)] [added: [64](#ia5c5445a78f748fba89ff2a59d015d5e_154)] | | |

| [ITEM 9B: OTHER [removed: INFORMATION.](#ib652baefd321401fad432ed640b54bc0_157)] [added: INFORMATION.](#ia5c5445a78f748fba89ff2a59d015d5e_157)] | | | [removed: [65](#ib652baefd321401fad432ed640b54bc0_157)] [added: [65](#ia5c5445a78f748fba89ff2a59d015d5e_157)] | | |

| [ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS.](#ib652baefd321401fad432ed640b54bc0_160)] [added: INSPECTIONS.](#ia5c5445a78f748fba89ff2a59d015d5e_160)] | | | [removed: [66](#ib652baefd321401fad432ed640b54bc0_160)] [added: [65](#ia5c5445a78f748fba89ff2a59d015d5e_160)] | | |

| [PART [removed: III](#ib652baefd321401fad432ed640b54bc0_163)] [added: III](#ia5c5445a78f748fba89ff2a59d015d5e_163)] | | | | | |

| [ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE [removed: GOVERNANCE.](#ib652baefd321401fad432ed640b54bc0_166)] [added: GOVERNANCE.](#ia5c5445a78f748fba89ff2a59d015d5e_166)] | | | [removed: [66](#ib652baefd321401fad432ed640b54bc0_166)] [added: [66](#ia5c5445a78f748fba89ff2a59d015d5e_166)] | | |

| [ITEM 11: EXECUTIVE [removed: COMPENSATION.](#ib652baefd321401fad432ed640b54bc0_169)] [added: COMPENSATION.](#ia5c5445a78f748fba89ff2a59d015d5e_169)] | | | [removed: [66](#ib652baefd321401fad432ed640b54bc0_169)] [added: [66](#ia5c5445a78f748fba89ff2a59d015d5e_169)] | | |

| [ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS.](#ib652baefd321401fad432ed640b54bc0_172)] [added: MATTERS.](#ia5c5445a78f748fba89ff2a59d015d5e_172)] | | | [removed: [66](#ib652baefd321401fad432ed640b54bc0_172)] [added: [66](#ia5c5445a78f748fba89ff2a59d015d5e_172)] | | |

| [ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE.](#ib652baefd321401fad432ed640b54bc0_175)] [added: INDEPENDENCE.](#ia5c5445a78f748fba89ff2a59d015d5e_175)] | | | [removed: [66](#ib652baefd321401fad432ed640b54bc0_175)] [added: [66](#ia5c5445a78f748fba89ff2a59d015d5e_175)] | | |

| [ITEM 14: PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES.](#ib652baefd321401fad432ed640b54bc0_178)] [added: SERVICES.](#ia5c5445a78f748fba89ff2a59d015d5e_178)] | | | [removed: [67](#ib652baefd321401fad432ed640b54bc0_178)] [added: [66](#ia5c5445a78f748fba89ff2a59d015d5e_178)] | | |

| [PART [removed: IV](#ib652baefd321401fad432ed640b54bc0_181)] [added: IV](#ia5c5445a78f748fba89ff2a59d015d5e_181)] | | | | | |

| [ITEM 15: EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES.](#ib652baefd321401fad432ed640b54bc0_184)] [added: SCHEDULES.](#ia5c5445a78f748fba89ff2a59d015d5e_184)] | | | [removed: [68](#ib652baefd321401fad432ed640b54bc0_184)] [added: [67](#ia5c5445a78f748fba89ff2a59d015d5e_184)] | | |

| [removed: [SIGNATURES](#ib652baefd321401fad432ed640b54bc0_193)] [added: [SIGNATURES](#ia5c5445a78f748fba89ff2a59d015d5e_193)] | | | [removed: [72](#ib652baefd321401fad432ed640b54bc0_193)] [added: [71](#ia5c5445a78f748fba89ff2a59d015d5e_193)] | | |

This Annual Report [added: on Form 10-K] contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and is subject to the “safe harbor” created by those sections.

Words such as “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, [added: “forecasts”,] “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “seek”, “should”, “targets”, “will”, “would”, and similar expressions or variations or negatives of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Annual [removed: Report.][added: Report on Form 10-K.]

- our estimates regarding our capital requirements and our needs for additional financing; [added: and]

- our estimates of our [removed: expenses,] future [added: financial performance, including expenses,] revenues, and profitability;

- our estimates of [added: demand trends, market opportunities, and our market positioning, including] the size of the markets for our products and services;

- our expectations related to the rate and degree of market acceptance of our [removed: products;] [added: products] and [added: our customers’ products;]

Although forward-looking statements in this Annual Report [added: on Form 10-K] reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known and understood by us.

This Annual Report [added: on Form 10-K] also contains estimates made by independent parties and by us relating to market size and growth and other industry data.

| Irvine, California | | | | | |

| [PART I](#ia5c5445a78f748fba89ff2a59d015d5e_13) | | | | | |

| [ITEM 1C](#ia5c5445a78f748fba89ff2a59d015d5e_1620)[:](#ia5c5445a78f748fba89ff2a59d015d5e_1620) [CYBERSECURITY.](#ia5c5445a78f748fba89ff2a59d015d5e_1620) | | | [27](#ia5c5445a78f748fba89ff2a59d015d5e_1620) | | |

| [PART II](#ia5c5445a78f748fba89ff2a59d015d5e_34) | | | | | |

| | | | | | |

| | | | | | |

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

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

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

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

- 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

- ASoC (Analog System on Chip): combines the required electronic circuits of various computer components into a single, integrated chip

- DC (Direct Current): unidirectional flow of an electrical charge

- LED (Light Emitting Diode): a two-lead semiconductor light source

Cybersecurity Risk Management and Strategy

We have developed and implemented processes for identifying, assessing, and managing cybersecurity risks as part of our overall enterprise risk management program.

These processes are designed to protect our information technology and operational systems against cybersecurity threats.

In connection with the operation of our program, we take into consideration guidance from various recognized cybersecurity industry frameworks and standards such as the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) and the International Organization for Standardization (“ISO”) 27001 standards.

This does not mean that we adhere to any particular frameworks or meet any particular standards, but rather that we use industry frameworks and standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Information about cybersecurity risk is collected as part of our overall enterprise risk management program, including as part of the annual enterprise risk assessment survey conducted by our internal audit team, the results of which are summarized and provided to our Audit Committee.

We devote significant resources and efforts to protecting the security of our information technology and operational systems, including utilizing threat monitoring and commissioning assessments by third parties, taking guidance from ISO information security standards, and conducting proactive risk and compliance reviews against regulatory, industry, and evolving data privacy requirements.

We provide training to our employees on our acceptable use policy, our data protection methods, and social engineering tactics used by threat actors, including through simulated phishing attacks.

We maintain a cross-functional cybersecurity incident management procedure with defined roles, responsibilities, and reporting protocols that is designed to timely respond to, investigate, mitigate, remediate, and if appropriate, disclose, a cybersecurity incident.

Furthermore, we practice our response to potential cybersecurity incidents through tabletop exercises.

As part of our selection process for certain third-party service providers, we evaluate components of their cybersecurity risk management programs using various factors.

We engage third-party providers to provide ongoing threat monitoring, mitigation strategies, updates on emerging trends, security assessments, and penetration testing.

We also receive updates from law enforcement and industry groups on emerging cybersecurity trends and the latest threats, and we have standing engagements with incident response experts.

As of the date of this Annual Report on Form 10-K, we have not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition.

For additional information regarding risks we face, please refer to *“We may not be able to prevent, or timely detect, information technology security breaches”* in Item 1A, “Risk Factors,” in this Annual Report on Form 10-K.

Cybersecurity Governance

Our Board of Directors (“Board”) is responsible for our risk oversight, with the Audit Committee specifically overseeing management’s cybersecurity risk management program.

In this role, the Audit Committee receives quarterly updates from members of management, including the vice president, information technology and CIO, who oversees our information technology function (“CIO”) and another vice president who supports the CIO in implementing, monitoring and updating the cybersecurity risk management program, as well as addressing existing and emerging cybersecurity threats and managing cybersecurity incidents (“Head of Information Security”).

The Board receives regular reports from the Audit Committee, as well as an annual cybersecurity report from management, including the CIO, highlighting key activities of the Company’s cybersecurity team, including internal initiatives and updates and external engagements with third party cybersecurity firms, recent incidents throughout the industry and the emerging threat landscape.

Our CIO has more than 25 years of experience in information technology and reports to our Chief Financial Officer.

Our Head of Information Security, who reports to the CIO, has over 20 years of experience managing global information technology and cybersecurity operations and holds multiple industry-recognized certifications such as Certified Information Systems Security Professional and Certificate of Cloud Security Knowledge.

| Singapore, Singapore | | | | | | Leased | | | | | | [removed: 405,700] [added: 427,700] | | | | | | Filter manufacturing | | |

| Mexicali, Mexico | | | | | | Leased | | | | | | [removed: 380,900] [added: 378,000] | | | | | | Manufacturing and office space | | |

| Austin, Texas | | | | | | Leased | | | | | | [removed: 98,313] [added: 98,300] | | | | | | Design center and office space | | |

(1) The Company owns the building and the land is leased for approximately [removed: 39] [added: 37 additional] years expiring in 2061.

The number of stockholders of record of our common stock as of November [removed: 2, 2023,] [added: 12, 2024,] was [removed: 8,175.][added: 7,658.]

On November [removed: 2, 2023,] [added: 12, 2024,] the Company announced that the Board of Directors had declared a cash dividend of [removed: $0.68] [added: $0.70] per share of common stock, payable on December [removed: 12, 2023,] [added: 24, 2024,] to stockholders of record as of [removed: November 21, 2023.][added: December 3, 2024.]

The following table provides information regarding repurchases of common stock made during the three months ended September [removed: 29, 2023:][added: 27, 2024:]

| Period | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs [removed: (1)] [added: (1) (2)] | | |

[removed: (2)] [added: (3)] Represents shares 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.

| 06/29/24 - 07/26/24 | | | 6,244 | | | (3) | | | $116.18 | | | — | | | $1.9 billion | | |

| 07/27/24 - 08/23/24 | | | 10,615 | | | (3) | | | $108.30 | | | — | | | $1.9 billion | | |

| 08/24/24 - 09/27/24 | | | 395 | | | (3) | | | $107.70 | | | — | | | $1.9 billion | | |

| | | | 17,254 | | | | | | | | | — | | | | | |

(2) The Company’s net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act.

Excise tax incurred reduces the amount available under the repurchase program, as applicable, and is included in the cost of shares repurchased in the Consolidated Statement of Stockholders’ Equity.

| 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 | | | | | | | | | — | | | | | |

_________________________

| (1) | | | [Report of Independent Registered Public Accounting [removed: Firm](#ib652baefd321401fad432ed640b54bc0_64)] [added: Firm](#ia5c5445a78f748fba89ff2a59d015d5e_64)] | | | Page [removed: [38](#ib652baefd321401fad432ed640b54bc0_64)] [added: [38](#ia5c5445a78f748fba89ff2a59d015d5e_64)] | | |

| (2) | | | [Consolidated Statements of Operations for the three years [removed: ended September](#ib652baefd321401fad432ed640b54bc0_67) [29](#ib652baefd321401fad432ed640b54bc0_67)[, 202](#ib652baefd321401fad432ed640b54bc0_67)3] [added: ended](#ia5c5445a78f748fba89ff2a59d015d5e_67) [September 27, 2024](#ia5c5445a78f748fba89ff2a59d015d5e_67)] | | | Page [removed: [40](#ib652baefd321401fad432ed640b54bc0_67)] [added: [40](#ia5c5445a78f748fba89ff2a59d015d5e_67)] | | |

| (3) | | | [Consolidated Statements of Comprehensive Income for the three years ended [removed: September](#ib652baefd321401fad432ed640b54bc0_70) [29](#ib652baefd321401fad432ed640b54bc0_70)[, 202](#ib652baefd321401fad432ed640b54bc0_70)3] [added: September 2](#ia5c5445a78f748fba89ff2a59d015d5e_70)[7](#ia5c5445a78f748fba89ff2a59d015d5e_70)[, 20](#ia5c5445a78f748fba89ff2a59d015d5e_70)[24](#ia5c5445a78f748fba89ff2a59d015d5e_70)] | | | Page [removed: [41](#ib652baefd321401fad432ed640b54bc0_70)] [added: [41](#ia5c5445a78f748fba89ff2a59d015d5e_70)] | | |

| (4) | | | [Consolidated Balance Sheets at [removed: September](#ib652baefd321401fad432ed640b54bc0_73) [29](#ib652baefd321401fad432ed640b54bc0_73)[, 202](#ib652baefd321401fad432ed640b54bc0_73)[3](#ib652baefd321401fad432ed640b54bc0_73)[, and](#ib652baefd321401fad432ed640b54bc0_73) [September 30, 2022](#ib652baefd321401fad432ed640b54bc0_73)] [added: September 2](#ia5c5445a78f748fba89ff2a59d015d5e_73)[7](#ia5c5445a78f748fba89ff2a59d015d5e_73)[, 202](#ia5c5445a78f748fba89ff2a59d015d5e_73)[4](#ia5c5445a78f748fba89ff2a59d015d5e_73)[, and September](#ia5c5445a78f748fba89ff2a59d015d5e_73) [29](#ia5c5445a78f748fba89ff2a59d015d5e_73)[, 202](#ia5c5445a78f748fba89ff2a59d015d5e_73)[3](#ia5c5445a78f748fba89ff2a59d015d5e_73)] | | | Page [removed: [42](#ib652baefd321401fad432ed640b54bc0_73)] [added: [42](#ia5c5445a78f748fba89ff2a59d015d5e_73)] | | |

| (5) | | | [Consolidated Statements of Cash Flows for the three years ended [removed: September](#ib652baefd321401fad432ed640b54bc0_79) [29](#ib652baefd321401fad432ed640b54bc0_79)[, 202](#ib652baefd321401fad432ed640b54bc0_79)3] [added: September 2](#ia5c5445a78f748fba89ff2a59d015d5e_79)[7](#ia5c5445a78f748fba89ff2a59d015d5e_79)[, 20](#ia5c5445a78f748fba89ff2a59d015d5e_79)[24](#ia5c5445a78f748fba89ff2a59d015d5e_79)] | | | Page [removed: [43](#ib652baefd321401fad432ed640b54bc0_79)] [added: [43](#ia5c5445a78f748fba89ff2a59d015d5e_79)] | | |

| (6) | | | [Consolidated Statements of Stockholders’ Equity for the three years ended [removed: September](#ib652baefd321401fad432ed640b54bc0_82) [29](#ib652baefd321401fad432ed640b54bc0_82)[, 202](#ib652baefd321401fad432ed640b54bc0_82)3] [added: September 2](#ia5c5445a78f748fba89ff2a59d015d5e_82)[7](#ia5c5445a78f748fba89ff2a59d015d5e_82)[, 20](#ia5c5445a78f748fba89ff2a59d015d5e_82)[24](#ia5c5445a78f748fba89ff2a59d015d5e_82)] | | | Page [removed: [44](#ib652baefd321401fad432ed640b54bc0_82)] [added: [44](#ia5c5445a78f748fba89ff2a59d015d5e_82)] | | |

| (7) | | | [removed: Notes] [added: [Notes] to Consolidated Financial [removed: Statements] [added: Statements](#ia5c5445a78f748fba89ff2a59d015d5e_85)] | | | Page [removed: [45](#ib652baefd321401fad432ed640b54bc0_85)] [added: [45](#ia5c5445a78f748fba89ff2a59d015d5e_85)] through [removed: [63](#ib652baefd321401fad432ed640b54bc0_148)] [added: [63](#ia5c5445a78f748fba89ff2a59d015d5e_145)] | | |

We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries (the Company) as of September [removed: 29, 2023] [added: 27, 2024] and September [removed: 30, 2022,] [added: 29, 2023,] 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: 29, 2023,] [added: 27, 2024,] 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: 29, 2023,] [added: 27, 2024,] 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: 29, 2023] [added: 27, 2024] and September [removed: 30, 2022,] [added: 29, 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended September [removed: 29, 2023,] [added: 27, 2024,] 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: 29, 2023] [added: 27, 2024] 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 8 to the consolidated financial statements, the Company recorded an income tax provision of [removed: $96.0] [added: $40.4] million for the year ended September [removed: 29, 2023,] [added: 27, 2024,] which is comprised of current and deferred taxes on domestic and foreign income.

| | | | September [removed: 29, 2023] [added: 27, 2024] | | | | | | September [removed: 30, 2022] [added: 29, 2023] | | | | | | [removed: October 1, 2021] [added: September 30, 2022] | | |

| Net revenue | | | $ | [removed: 4,772.4] [added: 4,178.0] | | | | | $ | [removed: 5,485.5] [added: 4,772.4] | | | | | $ | [removed: 5,109.1] [added: 5,485.5] | |

| Cost of goods sold | | | [removed: 2,665.1] [added: 2,457.2] | | | | | | [removed: 2,881.2] [added: 2,665.1] | | | | | | [removed: 2,596.7] [added: 2,881.2] | | |

| Gross profit | | | [removed: 2,107.3] [added: 1,720.8] | | | | | | [removed: 2,604.3] [added: 2,107.3] | | | | | | [removed: 2,512.4] [added: 2,604.3] | | |

| Research and development | | | [removed: 606.8] [added: 631.7] | | | | | | [removed: 617.9] [added: 606.8] | | | | | | [removed: 532.3] [added: 617.9] | | |

| Selling, general, and administrative | | | [removed: 314.0] [added: 300.8] | | | | | | [removed: 329.8] [added: 314.0] | | | | | | [removed: 322.5] [added: 329.8] | | |

| Amortization of intangibles | | | [removed: 33.2] [added: 0.9] | | | | | | [removed: 98.9] [added: 33.2] | | | | | | [removed: 36.0] [added: 98.9] | | |

| [removed: Restructuring, impairment,] [added: Impairment, restructuring,] and other charges | | | [removed: 28.3] [added: 150.0] | | | | | | [removed: 30.7] [added: 28.3] | | | | | | [removed: 8.9] [added: 30.7] | | |

| Total operating expenses | | | [removed: 982.3] [added: 1,083.4] | | | | | | [removed: 1,077.3] [added: 982.3] | | | | | | [removed: 899.7] [added: 1,077.3] | | |

| Operating income | | | [removed: 1,125.0] [added: 637.4] | | | | | | [removed: 1,527.0] [added: 1,125.0] | | | | | | [removed: 1,612.7] [added: 1,527.0] | | |

| Interest expense | | | [removed: (64.4)] [added: (30.7)] | | | | | | [removed: (47.9)] [added: (64.4)] | | | | | | [removed: (13.4)] [added: (47.9)] | | |

| Other income (expense), net | | | [removed: 18.2] [added: 29.7] | | | | | | [removed: (2.5)] [added: 18.2] | | | | | | [removed: (0.6)] [added: (2.5)] | | |

| Income before income taxes | | | [removed: 1,078.8] [added: 636.4] | | | | | | [removed: 1,476.6] [added: 1,078.8] | | | | | | [removed: 1,598.7] [added: 1,476.6] | | |

| Provision for income taxes | | | [removed: 96.0] [added: 40.4] | | | | | | [removed: 201.4] [added: 96.0] | | | | | | [removed: 100.4] [added: 201.4] | | |

| Net income | | | $ | [removed: 982.8] [added: 596.0] | | | | | $ | [removed: 1,275.2] [added: 982.8] | | | | | $ | [removed: 1,498.3] [added: 1,275.2] | |

| Basic | | | $ | [removed: 6.17] [added: 3.72] | | | | | $ | [removed: 7.85] [added: 6.17] | | | | | $ | [removed: 9.07] [added: 7.85] | |

| Diluted | | | $ | [removed: 6.13] [added: 3.69] | | | | | $ | [removed: 7.81] [added: 6.13] | | | | | $ | [removed: 8.97] [added: 7.81] | |

| Basic | | | [removed: 159.4] [added: 160.1] | | | | | | [removed: 162.4] [added: 159.4] | | | | | | [removed: 165.2] [added: 162.4] | | |

| Diluted | | | [removed: 160.3] [added: 161.5] | | | | | | [removed: 163.3] [added: 160.3] | | | | | | [removed: 167.0] [added: 163.3] | | |

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

| Pension adjustments | | | [removed: (0.8)] [added: (0.2)] | | | | | | [removed: 3.3] [added: (0.8)] | | | | | | [removed: 0.4] [added: 3.3] | | |

| Comprehensive income | | | $ | [removed: 982.0] [added: 596.0] | | | | | $ | [removed: 1,278.3] [added: 982.0] | | | | | $ | [removed: 1,498.2] [added: 1,278.3] | |

| | | | September [added: 27, 2024 | | | | | | September] 29, 2023 | | | | | | September 30, 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 718.8] [added: 1,368.6] | | | | | $ | [removed: 566.0] [added: 718.8] | |

| Marketable securities | | | [removed: 15.6] [added: 194.1] | | | | | | [removed: 20.3] [added: 15.6] | | |

| Receivables, net of allowances of [removed: $0.8] [added: $0.9] and $0.8, respectively | | | [removed: 864.3] [added: 508.8] | | | | | | [removed: 1,094.0] [added: 864.3] | | |

| Inventory | | | [removed: 1,119.7] [added: 784.8] | | | | | | [removed: 1,212.1] [added: 1,119.7] | | |

| Other current assets | | | [removed: 461.1] [added: 484.7] | | | | | | [removed: 337.5] [added: 461.1] | | |

November 15, 2024

| Net income | | | $ | 596.0 | | | | | $ | 982.8 | | | | | $ | 1,275.2 | |

| Net income | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 596.0 | | | | | $ | — | | | | | $ | 596.0 | |

| Repurchase of common stock | | | (0.8) | | | | | | (0.2) | | | | | | (77.2) | | | | | | — | | | | | | — | | | | | | (77.4) | | |

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

| Balance at September 27, 2024 | | | 159.9 | | | | | | $ | 40.0 | | | | | $ | 269.4 | | | | | $ | 6,032.9 | | | | | $ | (5.6) | | | | | $ | 6,336.7 | |

observable inputs over the use of unobservable inputs, when such observable inputs are available.

During fiscal 2024, the Company changed its accounting estimate for the expected useful lives of certain machinery and equipment.

The Company evaluated its current asset base and reassessed the estimated useful lives of certain machinery and equipment in connection with its recent usage of older equipment, including considering the technological and physical obsolescence of such machinery and equipment.

Based on its ability to re-use equipment across generations of process technologies and historical usage trends, the Company determined that the expected useful lives for certain machinery and equipment should be increased by up to two years to reflect more closely the estimated economic lives of those assets.

This change in estimate was applied prospectively effective during the first quarter of fiscal 2024 and resulted in a decrease in depreciation expense of $75.4 million during fiscal 2024.

This benefit decreased cost of goods sold by $25.8 million and decreased research and development expenses by $9.8 million during fiscal 2024, and decreased ending inventory by $39.8 million as of September 27, 2024.

As a result of this change in accounting estimate, net income increased by $35.6 million and diluted earnings per share increased by $0.22 during fiscal 2024.

To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index

Incentives provided by government entities are

During fiscal 2024 and fiscal 2023, cost of goods sold benefited by $1.2 million and $0.2 million, respectively, from the investment tax credit, recognized as a reduction of depreciation expense.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure” (“ASU 2023-07”).

ASU 2023-07 requires disclosure of incremental segment information on an annual and interim basis.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

| | | | September 27, 2024 | | | | | | September 29, 2023 | | | | | | September 27, 2024 | | | | | | September 29, 2023 | | |

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

| | | | September 27, 2024 | | | | | | | | | | | | | | | | | | | | | | | | September 29, 2023 | | | | | | | | | | | | | | | | | | | | |

During fiscal 2024, the Company recorded impairment charges of $147.9 million primarily related to the abandonment or delay of previously capitalized in-process research and development (“IPR&D”) projects recorded within impairment, restructuring, and other charges.

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

| | | | September 27, 2024 | | | | | | | | | | | | September 29, 2023 | | | | | | | | |

| | | | September 27, 2024 | | | | | | September 29, 2023 | | |

| | | | September 27, 2024 | | | | | | September 29, 2023 | | |

Refer to Note 4 for a discussion of IPR&D impairments of $146.7 million and $20.7 million in fiscal 2024 and fiscal 2022, respectively.

There was no IPR&D impairment in fiscal 2023.

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

| Technology licenses | | | 3.1 | | | | | | 75.0 | | | | | | (48.8) | | | | | | 26.2 | | | | | | 75.8 | | | | | | (36.0) | | | | | | 39.8 | | |

| Total intangible assets | | | | | | | | | $ | 1,490.0 | | | | | $ | (589.5) | | | | | $ | 900.5 | | | | | $ | 1,637.5 | | | | | $ | (415.4) | | | | | $ | 1,222.1 | |

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

November 17, 2023

| Payments for acquisitions | | | — | | | | | | — | | | | | | (2,751.0) | | |

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

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

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

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

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

| Stock repurchase program | | | (1.4) | | | | | | (0.4) | | | | | | (67.1) | | | | | | 4,147.0 | | | | | | (3,549.9) | | | | | | (792.3) | | | | | | — | | | | | | (195.6) | | |

| Pre-combination service on replacement awards | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4.1 | | | | | | — | | | | | | — | | | | | | 4.1 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.8) | | | | | | (0.8) | | |

Skyworks Solutions, Inc., together with its consolidated subsidiaries (“Skyworks” or the “Company”), is empowering the wireless networking revolution.

In addition, impairment reviews are conducted at the judgment of

The Company records

The determination of recording or releasing tax valuation allowances is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income in the jurisdiction that generated the deferred tax assets.

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.

This new law did not have a material impact to the Company in fiscal 2023.

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.

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

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

During the fiscal years ended September 30, 2022, and October 1, 2021, the Company recorded impairment charges of $20.7 million and $7.1 million, respectively.

The carrying value of the Term Loans approximates its fair value as the Term Loans are carried at a market observable interest rate that resets periodically.

| 0.90% Senior Notes due 2023 | | | $ | — | | | | | $ | — | | | | | $ | 499.2 | | | | | $ | 488.5 | |

There were no indicators of impairment noted during the fiscal year ended September 29, 2023.

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

| Customer relationships and backlog | | | 2.3 | | | | | | $ | 154.6 | | | | | $ | (154.6) | | | | | $ | — | | | | | $ | 154.6 | | | | | $ | (122.3) | | | | | $ | 32.3 | |

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

| Total intangible assets | | | | | | | | | $ | 1,792.1 | | | | | $ | (570.0) | | | | | $ | 1,222.1 | | | | | $ | 1,821.4 | | | | | $ | (376.7) | | | | | $ | 1,444.7 | |

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

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

The remaining repatriation tax is payable over the next three years: $34.9 million in 2024, $47.6 million in 2025, and $58.2 million in 2026.

On October 2, 2010, the Company expanded its presence in Asia by launching operations in Singapore.

| Non-United States tax credits | | | 15.7 | | | | | | 17.0 | | |

| State tax credits | | | 140.0 | | | | | | 138.0 | | |

| Intangible assets | | | 34.0 | | | | | | 20.4 | | |

| Other, net | | | 13.9 | | | | | | 8.7 | | |

| Intangible assets | | | (9.6) | | | | | | (4.7) | | |

| Other, net | | | (7.1) | | | | | | (39.7) | | |

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: 29, 2023.][added: 27, 2024.]

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

Based on management’s evaluation of our disclosure controls and procedures as of September [removed: 29, 2023,] [added: 27, 2024,] our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

[removed: Internal control over] financial [removed: reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial] officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September [removed: 29, 2023.][added: 27, 2024.]

Based on their assessment, management concluded that, as of September [removed: 29, 2023,] [added: 27, 2024,] the Company’s internal control over financial reporting is effective based on those criteria.

Changes in Internal Control Over Financial [removed: Reporting.][added: Reporting]

[removed: There are no] [added: These] changes [removed: to] [added: did not materially affect] our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) [removed: that occurred] during the fourth quarter of fiscal [removed: 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.][added: 2024.]

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal

During the third quarter of fiscal 2024, we completed the implementation of our new enterprise resource planning (“ERP”) system and have modified certain existing internal control processes and procedures related to the new system.

As we add new functionality under this ERP system, we will continue to assess the impact on our internal control over financial reporting.

Director and Officer Trading [removed: Arrangements:][added: Arrangements]

None of our directors or officers [added: adopted or] terminated a Rule 10b5-1 trading arrangement [added: (as defined in Item 408(a)(i) of Regulation S-K)] 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 [removed: 2023.][added: 2024.]

Principal Accounting Officer Transition

On November 11, 2024, Philip Carter notified the Company of his intention to resign from his position as Vice President, Corporate Controller and principal accounting officer (“PAO”) of the Company to pursue another opportunity.

Mr. Carter’s departure is not due to any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies or practices.

Mr. Carter will continue to serve as PAO of the Company through November 15, 2024.

Effective upon Mr. Carter’s resignation, Kris Sennesael, age 55, Senior Vice President and Chief Financial Officer of the Company, a role he has held since he joined the Company in August 2016, will assume the role of PAO of the Company.

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 | | |

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: 2024] [added: 2025] Annual Meeting of Stockholders is incorporated herein by reference.

[removed: The information to be included under] [added: Information required by this item (other than] the [removed: caption “Information about Executive and Director Compensation”] [added: information required by Item 402(v) of Regulation S-K) is contained] in our definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders [added: to be filed with the SEC and] is incorporated herein by reference.

[removed: The information to be included under the caption “Security Ownership of Certain Beneficial Owners and Management”] [added: Information required by this item is contained] in our definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders [added: to be filed with the SEC and] is incorporated herein by reference.

[removed: The information to be included under the captions “Certain Relationships and Related Transactions” and “Corporate Governance─Director Independence”] [added: Information required by this item is contained] in our definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders [added: to be filed with the SEC and] is incorporated herein by reference.

Information required by this item is contained in our definitive proxy statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC and 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 2024 Annual Meeting of Stockholders is incorporated herein by reference.

| [added: | | |] Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) | | | [removed: | | |] Page [removed: [38](#ib652baefd321401fad432ed640b54bc0_64)] [added: [38](#ia5c5445a78f748fba89ff2a59d015d5e_64)] | | |

| [added: | | |] Consolidated Statements of Operations for the three years ended September [removed: 29, 2023 | | |] [added: 27, 2024] | | | Page [removed: [40](#ib652baefd321401fad432ed640b54bc0_67)] [added: [40](#ia5c5445a78f748fba89ff2a59d015d5e_67)] | | |

| [added: | | |] Consolidated Statements of Comprehensive Income for the three years ended September [removed: 29, 2023 | | |] [added: 27, 2024] | | | Page [removed: [41](#ib652baefd321401fad432ed640b54bc0_70)] [added: [41](#ia5c5445a78f748fba89ff2a59d015d5e_70)] | | |

| [added: | | |] Consolidated Balance Sheets at September [removed: 29, 2023,] [added: 27, 2024,] and September [removed: 30, 2022 | | |] [added: 29, 2023] | | | Page [removed: [42](#ib652baefd321401fad432ed640b54bc0_73)] [added: [42](#ia5c5445a78f748fba89ff2a59d015d5e_73)] | | |

| [added: | | |] Consolidated Statements of Cash Flows for the three years ended September [removed: 29, 2023 | | |] [added: 27, 2024] | | | Page [removed: [43](#ib652baefd321401fad432ed640b54bc0_79)] [added: [43](#ia5c5445a78f748fba89ff2a59d015d5e_79)] | | |

| [added: | | |] Consolidated Statements of Stockholders’ Equity for the three years ended September [removed: 29, 2023 | | |] [added: 27, 2024] | | | Page [removed: [44](#ib652baefd321401fad432ed640b54bc0_82)] [added: [44](#ia5c5445a78f748fba89ff2a59d015d5e_82)] | | |

| [added: | | |] Notes to Consolidated Financial Statements | | | [removed: | | | Pages [45](#ib652baefd321401fad432ed640b54bc0_85)] [added: Page [45](#ia5c5445a78f748fba89ff2a59d015d5e_85)] through [removed: [63](#ib652baefd321401fad432ed640b54bc0_148)] [added: [63](#ia5c5445a78f748fba89ff2a59d015d5e_145)] | | |

| [removed: Exhibit Number] [added: Exhibit Number] | | | Exhibit Description | | | Form | | | Incorporated by Reference | | | | | | | | | Filed Herewith | | |

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

| 10.1* | | | [Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as [removed: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex1012002esppmay2020.htm)] [added: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412724000070/exhibit102-amendmenttoespp.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.1] [added: 10.2] | | | [removed: 7/24/2020] [added: 7/31/2024] | | | | | |

| 10.2* | | | [Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan, as [removed: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex102nqesppmay2020.htm)] [added: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412724000070/exhibit103-amendmenttonqes.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.2] [added: 10.3] | | | [removed: 7/24/2020] [added: 7/31/2024] | | | | | |

| 10.3* | | | [Skyworks Solutions, Inc. Amended and Restated [removed: 2005] [added: 2008 Director] Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000023/fy12proxyvoteexhibit101.htm)] [added: Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222exhibit101-2008dltip.htm)] | | | [removed: 8-K] [added: 10-Q] | | | 001-05560 | | | 10.1 | | | [removed: 5/13/2013] [added: 5/4/2022] | | | | | |

| 10.4* | | | [Form of Nonstatutory Stock Option Agreement under the Company’s [removed: 2005] [added: 2008 Director] Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/a2005long-termincentiveupd.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.B] [added: 10.OO] | | | [removed: 1/31/2013] [added: 5/7/2008] | | | | | |

| [removed: 10.6*] [added: 10.5*] | | | [Form of [removed: Nonstatutory] [added: Restricted] Stock [removed: Option] [added: Unit] Agreement under the Company’s 2008 Director Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1022008dltiprsuagreement.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.OO] [added: 10.2] | | | [removed: 5/7/2008] [added: 5/4/2016] | | | | | |

| [removed: 10.7*] [added: 10.9*] | | | [Form of Restricted Stock Unit Agreement under the Company’s [removed: 2008 Director] [added: Second Amended and Restated 2015] Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1022008dltiprsuagreement.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit109-rsuagreement.htm)] | | | [removed: 10-Q] | | | [removed: 001-05560] | | | [removed: 10.2] | | | [removed: 5/4/2016] | | | [added: X] | | |

| 10.8* | | | [removed: [Skyworks Solutions, Inc.] [added: [Form of Performance Share Agreement under the Company’s Second] Amended and Restated 2015 Long-Term Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412721000050/q321exhibit102.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit108-psaagreement.htm)] | | | [removed: 10-Q] | | | [removed: 001-05560] | | | [removed: 10.2] | | | [removed: 7/30/2021] | | | [added: X] | | |

| [removed: 10.9*] [added: 10.7*] | | | [Form of Nonstatutory Stock Option Agreement under the Company’s [added: Second Amended and Restated] 2015 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh102optionagreement.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit107-optionagreement.htm)] | | | [removed: 10-Q] | | | [removed: 001-05560] | | | [removed: 10.2] | | | [removed: 8/5/2015] | | | [added: X] | | |

| [removed: 10.12*^] [added: 10.10*^] | | | [Fiscal Year [removed: 202](https://www.sec.gov/Archives/edgar/data/4127/000000412723000010/exhibit103fy23eip.htm)[3](https://www.sec.gov/Archives/edgar/data/4127/000000412723000010/exhibit103fy23eip.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/4127/000000412724000007/fy24eipv1redacted-ex101.htm)[4](https://www.sec.gov/Archives/edgar/data/4127/000000412724000007/fy24eipv1redacted-ex101.htm)] [Executive Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412723000010/exhibit103fy23eip.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000007/fy24eipv1redacted-ex101.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.3] [added: 10.1] | | | [removed: 2/7/2023] [added: 1/31/2024] | | | | | |

| [removed: 10.13*] [added: 10.11*] | | | [Skyworks Solutions, Inc. Cash Compensation Plan for [removed: Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222ex102-skyworkssolution.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412724000019/exhibit101-directorcashcom.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.2] [added: 10.1] | | | [removed: 5/4/2022] [added: 5/1/2024] | | | | | |

| [removed: 10.14*] [added: 10.12*] | | | [Second Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Liam Griffin](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a101cicagreementgriffin.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 8/8/2023 | | | | | |

| [removed: 10.15*] [added: 10.13*] | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kris Sennesael](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a102cicagreementsennesael.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 8/8/2023 | | | | | |

| [removed: 10.16*] [added: 10.14*] | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Robert J. Terry](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a103cicagreementterry.htm) | | | 10-Q | | | 001-05560 | | | 10.3 | | | 8/8/2023 | | | | | |

| [removed: 10.17*] [added: 10.15*] | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Carlos S. Bori](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a104cicagreementbori.htm) | | | 10-Q | | | 001-05560 | | | 10.4 | | | 8/8/2023 | | | | | |

| [removed: 10.18*] [added: 10.16*] | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kari A. Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a105cicagreementdurham.htm) | | | 10-Q | | | 001-05560 | | | 10.5 | | | 8/8/2023 | | | | | |

| [removed: 10.19*] [added: 10.17*] | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Reza Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a106cicagreementkasnavi.htm) | | | 10-Q | | | 001-05560 | | | 10.6 | | | 8/8/2023 | | | | | |

| [removed: 10.20] [added: 10.18] | | | [Debt Commitment Letter, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and JPMorgan Chase Bank, N.A](https://www.sec.gov/Archives/edgar/data/4127/000110465921053805/tm2113063d1_ex10-1.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 4/22/2021 | | | | | |

| [removed: 10.21^] [added: 10.19^] | | | [removed: [Term] [added: [Revolving] Credit Agreement, dated as of May 21, 2021, among the Company, the [added: Borrowing Subsidiaries party thereto, the] lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-1.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-2.htm)] | | | 8-K | | | 001-05560 | | | [removed: 10.1] [added: 10.2] | | | 5/26/2021 | | | | | |

| [removed: 10.22^] [added: 10.20^] | | | [First Amendment, dated as of March 6, 2023, among the Company, the [added: borrowing subsidiaries party thereto, the] lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the [removed: Term] [added: Revolving] Credit Agreement, dated as of May 21, 2021, by and among the Company, the [added: borrowing subsidiaries party thereto, the] lenders party thereto and the administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/4127/000000412723000012/exhibit101swksfirstamendme.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/4127/000000412723000012/exhibit102swksfirstamendme.htm)] | | | 8-K | | | 001-05560 | | | [removed: 10.1] [added: 10.2] | | | 3/10/2023 | | | | | |

| 21 | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2310k92923ex21.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit21.htm)] | | | | | | | | | | | | | | | X | | |

| 23.1 | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412723000030/fy2392923ex231kpmgconsent.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit231-kpmgconsent.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/4127/000000412723000030/fy2310k92923ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit311.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/4127/000000412723000030/fy2310k92923ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit312.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/4127/000000412723000030/fy2310k92923ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit321.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/4127/000000412723000030/fy2310k92923ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit322.htm)] | | | | | | | | | | | | | | | X | | |

| Date: November [removed: 17, 2023] [added: 15, 2024] | | | 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: 17, 2023.][added: 15, 2024.]

| [added: /s/ Kris Sennesael] | | | | | | Kevin L. Beebe | | |

| [removed: /s/] Kris Sennesael | | | | | | Director | | |

| Senior Vice President and Chief Financial Officer | | | | | | [removed: /s/ Eric J. Guerin] | | |

| (Principal Financial Officer) | | | | | | [added: /s/] Eric J. Guerin | | |

| 10.6* | | | [Skyworks Solutions, Inc. Second Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to Annex 1 to the Company's Definitive Proxy Statement filed with the SEC on March 28, 2024)](https://www.sec.gov/ix?doc=/Archives/edgar/data/4127/000110465924040560/tm242679-d5_def14a.htm) | | | DEF 14A | | | 001-05560 | | | | | | 3/28/2024 | | | | | |

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

| 19 | | | [Skyworks Solutions, Inc. Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit19-insidertradingpo.htm) | | | | | | | | | | | | | | | X | | |

| 97.1 | | | [Skyworks Solutions, Inc. Executive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit971-clawbackpolicy.htm) | | | | | | | | | | | | | | | X | | |

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

| | | | | | | Eric J. Guerin | | |

| | | | | | | | | |

Table of Contents

| 10.5* | | | [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as 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 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 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 | | | | | |

| 10.23^ | | | [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 | | | | | |

| 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 | | | | | |

| Kris Sennesael | | | | | | | | |