Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This report and other documents we have filed with the SEC contain 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 are subject to the “safe harbor” created by those sections. Any statements that are not statements of historical fact should be considered to be forward-looking statements. Words such as “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “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 report. Additionally, statements concerning future matters such as the possible impacts of geopolitical conflicts, tariffs, export controls, inflation, recession, and global health crises, as well as the development of new products, enhancements of technologies, sales levels, expense levels, the benefits of acquisitions we have made or may make in the future, and other statements regarding matters that are not historical are forward-looking statements. Although forward-looking statements in this report reflect the good faith judgment of our management as of the date the statement is first made, such statements can only be based on facts and factors then known and understood by us. Consequently, forward-looking statements involve inherent risks and uncertainties, and actual financial results and outcomes may differ materially and adversely from the results and outcomes discussed in or anticipated by the forward-looking statements. A number of important factors could cause actual financial results to differ materially and adversely from those in the forward-looking statements. We urge you to consider the risks and uncertainties discussed in the 2024 10-K, under the heading “Risk Factors” and in the other documents filed by us with the SEC in evaluating our forward-looking statements. We have no plans, and undertake no obligation, to revise or update our forward-looking statements to reflect any event or circumstance that may arise after the date of the initial filing of this Quarterly Report on Form 10-Q. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.

In this document, the words “we”, “our”, “ours”, “us”, “Skyworks”, and “the Company” refer only to Skyworks Solutions, Inc., and its consolidated subsidiaries and not any other person or entity.

RESULTS OF OPERATIONS

Three and Six Months Ended March 28, 2025, and March 29, 2024

The following table sets forth the results of our operations expressed as a percentage of net revenue:

			Three Months Ended												Six Months Ended
			March 28, 2025						March 29, 2024						March 28, 2025						March 29, 2024
Net revenue			100.0		%				100.0		%				100.0		%				100.0		%
Cost of goods sold			58.9						59.8						58.8						58.8
Gross profit			41.1						40.2						41.2						41.2
Operating expenses:
Research and development			19.6						14.8						18.0						13.7
Selling, general, and administrative			9.2						7.3						8.4						6.9
Amortization of intangibles			—						—						—						—
Restructuring, impairment, and other charges (benefits)			2.1						—						1.0						0.7
Total operating expenses			30.9						22.1						27.4						21.3
Operating income			10.2						18.1						13.8						19.9
Interest expense			(0.7)						(0.7)						(0.7)						(0.8)
Other income, net			1.2						1.0						1.4						0.7
Income before income taxes			10.7						18.4						14.5						19.8
Provision for income taxes			3.5						0.9						3.1						1.3
Net income			7.2		%				17.5		%				11.4		%				18.4		%

OVERVIEW

We, together with our consolidated subsidiaries, are 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.

General

During the three months ended March 28, 2025, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue decreased to $953.2 million for the three months ended March 28, 2025, as compared to $1,046.0 million for the corresponding period in fiscal 2024, driven primarily by a decrease in demand for our mobile products partially offset by an increase in demand for our non-mobile products.

• Our ending cash, cash equivalents, and marketable securities balance decreased to $1,527.7 million. The decrease in cash, cash equivalents, and marketable securities during the three months ended March 28, 2025, was primarily due to share repurchases of $500.0 million, dividend payments of $110.6 million, and capital expenditures of $38.5 million, partially offset by cash generated from operations of $409.5 million.

• On February 4, 2025, the Board of Directors appointed Philip Brace as the President and Chief Executive Officer of the Company and as a director, effective February 17, 2025 (the “Chief Executive Officer Transition”).

• On May 7, 2025, we announced two additional senior management transitions, with Mark P. Dentinger joining the Company as Senior Vice President and Chief Financial Officer, effective as of June 2, 2025, and Todd J. Lepinski joining the Company as Senior Vice President, Sales and Marketing, effective as of June 2, 2025.

Net Revenue

			Three Months Ended												Six Months Ended
(dollars in millions)			March 28, 2025			Change			March 29, 2024						March 28, 2025			Change			March 29, 2024
Net revenue			$	953.2		(8.9)%			$	1,046.0					$	2,021.7		(10.0)%			$	2,247.5

We market and sell our products indirectly through electronic components distributors and directly to OEMs of communications and electronics products, third-party original design manufacturers, and contract 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 holiday sales, whereas our second and third fiscal quarters are typically lower and in line with seasonal industry trends. In addition, beginning in the fourth quarter of fiscal 2025, we expect revenues will be negatively impacted by a decrease in market share at a significant customer.

The decrease in net revenue for the three and six months ended March 28, 2025, as compared with the corresponding periods in fiscal 2024, was driven primarily by a decrease in demand for our mobile products partially offset by an increase in demand for our non-mobile products.

Gross Profit

			Three Months Ended												Six Months Ended
(dollars in millions)			March 28, 2025			Change			March 29, 2024						March 28, 2025			Change			March 29, 2024
Gross profit			$	391.6		(6.8)%			$	420.3					$	833.5		(10.1)%			$	926.8
% of net revenue			41.1		%				40.2		%				41.2		%				41.2		%

Gross profit represents net revenue less cost of goods sold. Our cost of goods sold consists primarily of purchased materials, labor, and overhead (including depreciation, share-based compensation expense, and amortization of acquisition intangibles) associated with product manufacturing. Erosion of average selling prices of established products is typical of the semiconductor industry. Consistent with trends in the industry, we anticipate that average selling prices for our established products will continue to decline over time. As part of our normal course of business, we intend to improve gross profit with efforts to increase unit volumes, improve manufacturing efficiencies, lower manufacturing costs of existing products, and by introducing new and higher value-added products.

The decrease in gross profit for the three months ended March 28, 2025, as compared with the corresponding period in fiscal 2024, was primarily the result of lower net revenue. The decrease in gross profit for the six months ended March 28, 2025, as compared with the corresponding period in fiscal 2024, was primarily the result of lower unit volumes, unfavorable product mix, and lower average selling prices.

Research and Development

			Three Months Ended												Six Months Ended
(dollars in millions)			March 28, 2025			Change			March 29, 2024						March 28, 2025			Change			March 29, 2024
Research and development			$	186.5		20.8%			$	154.4					$	362.9		18.1%			$	307.3
% of net revenue			19.6		%				14.8		%				18.0		%				13.7		%

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

The increase in research and development expenses for the three and six months ended March 28, 2025, as compared with the corresponding periods in fiscal 2024, was primarily related to increases in certain headcount-related expenses, including share-based compensation and costs for engineering prototypes as a result of our increased investment in developing new technologies and products.

Selling, General, and Administrative

			Three Months Ended												Six Months Ended
(dollars in millions)			March 28, 2025			Change			March 29, 2024						March 28, 2025			Change			March 29, 2024
Selling, general, and administrative			$	88.0		14.6%			$	76.8					$	170.6		9.7%			$	155.5
% of net revenue			9.2		%				7.3		%				8.4		%				6.9		%

Selling, general, and administrative expenses include legal and related costs, accounting, treasury, human resources, information systems, customer service, bad debt expense, sales commissions, share-based compensation expense, advertising, marketing, costs associated with business combinations completed or contemplated during the period, and other costs.

The increase in selling, general, and administrative expenses for the three and six months ended March 28, 2025, as compared with the corresponding periods in fiscal 2024, was primarily related to increases in headcount-related expenses, including share-based compensation and increases in professional services costs.

Amortization of Intangibles

			Three Months Ended												Six Months Ended
(dollars in millions)			March 28, 2025			Change			March 29, 2024						March 28, 2025			Change			March 29, 2024
Amortization of intangibles			$	0.2		—%			$	0.2					$	0.5		—%			$	0.5
% of net revenue			—		%				—		%				—		%				—		%

Amortization expense of intangible assets was consistent for the three and six months ended March 28, 2025, as compared with the corresponding periods in fiscal 2024.

Restructuring, Impairment, and Other Charges (Benefits)

			Three Months Ended												Six Months Ended
(dollars in millions)			March 28, 2025			Change			March 29, 2024						March 28, 2025			Change			March 29, 2024
Restructuring, impairment, and other charges (benefits)			$	19.6		(6,633.3)%			$	(0.3)					$	21.1		32.7%			$	15.9
% of net revenue			2.1		%				—		%				1.0		%				0.7		%

The increase in restructuring, impairment, and other charges (benefits) for the three and six months ended March 28, 2025, as compared with the corresponding periods in fiscal 2024, was primarily due to charges incurred in connection with the Chief Executive Officer Transition.

Interest Expense

			Three Months Ended												Six Months Ended
(dollars in millions)			March 28, 2025			Change			March 29, 2024						March 28, 2025			Change			March 29, 2024
Interest expense			$	6.8		(4.2)%			$	7.1					$	13.6		(20.5)%			$	17.1
% of net revenue			0.7		%				0.7		%				0.7		%				0.8		%

The decrease in interest expense for the three and six months ended March 28, 2025, as compared with the corresponding periods in fiscal 2024, was due to certain debt repayments in prior periods that reduced the amount of outstanding indebtedness.

Other Income, Net

			Three Months Ended												Six Months Ended
(dollars in millions)			March 28, 2025			Change			March 29, 2024						March 28, 2025			Change			March 29, 2024
Other income, net			$	11.9		10.2%			$	10.8					$	28.0		98.6%			$	14.1
% of net revenue			1.2		%				1.0		%				1.4		%				0.7		%

The increase in other income, net for the three and six months ended March 28, 2025, as compared with the corresponding periods in fiscal 2024, was primarily due to an increase in interest income generated from cash, cash equivalents, and marketable securities.

Provision for Income Taxes

			Three Months Ended												Six Months Ended
(dollars in millions)			March 28, 2025			Change			March 29, 2024						March 28, 2025			Change			March 29, 2024
Provision for income taxes			$	33.7		251.0%			$	9.6					$	62.1		107.0%			$	30.0
% of net revenue			3.5		%				0.9		%				3.1		%				1.3		%

We recorded a provision for income taxes of $33.7 million (which consisted of $7.4 million and $26.3 million related to United States and foreign income taxes, respectively) and $62.1 million (which consisted of $22.5 million and $39.6 million related to United States and foreign income taxes, respectively) for the three and six months ended March 28, 2025, respectively.

The increase in income tax expense for the three and six months ended March 28, 2025, as compared with the corresponding periods in fiscal 2024, was primarily due to higher foreign taxes including the tax impact of remeasuring existing net deferred tax liabilities in Singapore, a lower Foreign-Derived Intangible Income (“FDII”) benefit, and an increase in tax expense related to a change in the reserve for uncertain tax positions, partially offset by a decrease in Global Intangible Low-Taxed Income (“GILTI”), net of foreign tax credits.

We continue to monitor changes in tax laws that could arise related to the BEPS project of the OECD, including Pillar Two. Many countries have implemented laws based on Pillar Two which is effective for us beginning in fiscal 2025. While we do not expect these enacted laws to materially impact our effective tax rate for fiscal 2025, we continue to evaluate the impact of proposed and enacted legislative changes to our effective tax rate as new guidance becomes available.

LIQUIDITY AND CAPITAL RESOURCES

			Six Months Ended
(in millions)			March 28, 2025						March 29, 2024
Cash and cash equivalents at beginning of period			$	1,368.6					$	718.8
Net cash provided by operating activities			786.6						1,075.2
Net cash used in investing activities			(25.4)						(56.5)
Net cash used in financing activities			(742.0)						(532.1)
Cash and cash equivalents at end of period			$	1,387.8					$	1,205.4

Cash provided by operating activities:

Cash provided by operating activities consists of net income for the period adjusted for certain non-cash items and changes in certain operating assets and liabilities. The $288.6 million decrease in cash provided by operating activities during the six months ended March 28, 2025, as compared with the corresponding period in fiscal 2024, was primarily related to lower net income and a smaller decrease in working capital of $130.4 million, due primarily to inventory and accounts receivables.

Cash used in investing activities:

Cash used in investing activities consists primarily of cash paid to purchase marketable securities, capital expenditures, and cash paid to acquire intangible assets, partially offset by cash received related to the sale or maturity of marketable securities. The $31.1 million decrease in cash used in investing activities during the six months ended March 28, 2025, as compared with the corresponding period in fiscal 2024, was primarily related to an increase of $331.9 million in the sale or maturity of marketable

securities, partially offset by an increase of $268.7 million in purchases of marketable securities and an increase of $27.7 million in capital expenditures.

Cash used in financing activities:

Cash used in financing activities consists primarily of proceeds and payments related to our long-term borrowings and cash transactions related to equity. The $209.9 million increase in cash used in financing activities during the six months ended March 28, 2025, as compared with the corresponding period in fiscal 2024, was primarily related to an increase of $500.0 million in share repurchases, partially offset by a decrease of $300.0 million for the repayment of debt.

Liquidity:

Cash, cash equivalents, and marketable securities totaled $1,527.7 million as of March 28, 2025, representing a decrease of $46.4 million from September 27, 2024.

We have outstanding $500.0 million of Notes Due 2026 and $500.0 million of Notes Due 2031 (the “Notes”). We have a Revolving Credit Agreement (the “Revolving Credit Agreement”) under which we may borrow up to $750.0 million for general corporate purposes and working capital needs of the Company and its subsidiaries. As of March 28, 2025, there were no borrowings outstanding under the revolving credit facility (the “Revolver”). The Revolving Credit Agreement expires July 26, 2026.

Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, the cash we expect to generate from operations, and funds from our Revolver, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from: research and development, capital expenditures, potential acquisitions, working capital, quarterly cash dividend payments (if such dividends are declared by the Board of Directors), share repurchases, outstanding commitments, and other liquidity requirements associated with existing operations. However, we cannot be certain that our cash, cash equivalents, and marketable securities on hand, cash generated from operations, and funds from our Revolver will be available in the future to fund all of our capital and operating requirements. In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources. If we are unable to obtain sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and operations could be materially and adversely affected.

Our invested cash balances primarily consist of highly liquid marketable securities that are available to meet near-term cash requirements including: money market funds, U.S. Treasury and government securities, and corporate bonds and notes.

Our contractual obligations disclosure in the 2024 10-K has not materially changed since we filed that report.