Skyworks Solutions SWKS · USD

14. SEGMENT INFORMATION AND CONCENTRATIONS The Company has a single reportable operating segment which designs, develops, manufactures, and markets similar proprietary semiconductor products, including intellectual property. In reaching this conclusion, management considers the definition of the chief operating decision maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, and how that information is used to make operating decisions, allocate resources, and assess performance. The Company’s CODM is the president and chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. Specifically, the CODM uses net income that is reported on the Consolidated Statement of Operations and cash provided by operating activities as reported in the Consolidated Statements of Cash Flows to evaluate overall profitability and guide decisions regarding reinvestment in operations, shareholder returns, and other strategic initiatives. Significant expense categories regularly provided to and reviewed by the CODM are presented in the Company’s consolidated financial statements. The Company assesses its determination of operating segments at least annually.Disaggregation of Revenue and Geographic Information The Company presents net revenue by geographic area, based upon the location of the original equipment manufacturers’ (“OEMs”) headquarters, and by sales channel, as it believes that doing so best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Individually insignificant OEMs are presented based upon the location of the Company’s direct customer, which is typically a distributor. Net revenue by geographic area is as follows (in millions):Fiscal Years EndedOctober 3, 2025September 27, 2024September 29, 2023United States$3,157.1 $3,202.2 $3,603.9 Taiwan259.1 317.5 344.4 China254.2 303.4 358.3 South Korea190.1 203.9 198.3 Europe, Middle East, and Africa185.8 114.5 204.2 Other Asia-Pacific40.6 36.5 63.3 Total net revenue$4,086.9 $4,178.0 $4,772.4 Net revenue by sales channel is as follows (in millions):Fiscal Years EndedOctober 3, 2025September 27, 2024September 29, 2023Distributors$3,525.6 $3,622.6 $4,235.7 Direct customers561.3 555.4 536.7 Total net revenue$4,086.9 $4,178.0 $4,772.

11. COMMITMENTS AND CONTINGENCIES Legal MattersFrom time to time, various lawsuits, claims, and proceedings have been, and may in the future be, instituted or asserted against the Company, including those pertaining to patent infringement, intellectual property, securities litigation, environmental hazards, product liability and warranty, safety and health, employment, and contractual matters.The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights. From time to time, third parties have asserted and may in the future assert patent, copyright, trademark, and other intellectual property rights to technologies that are important to the Company’s business and have demanded and may in the future demand that the Company license their technology. The outcome of any such litigation cannot be predicted with certainty and some such lawsuits, claims, or proceedings may be disposed of unfavorably to the Company. Generally speaking, intellectual property disputes often have a risk of injunctive relief, which, if imposed against the Company, could materially and adversely affect the Company’s financial condition or results of operations. From time to time the Company may also be involved in legal proceedings in the ordinary course of business.The Company monitors the status of legal proceedings and other contingencies on an ongoing basis to assess whether loss contingencies should be recognized and disclosed in its financial statements and footnotes. Other than as described below, the Company does not believe there are any pending legal proceedings that are at least reasonably possible to result in a material loss. On June 20, 2025, Denso Corporation filed patent infringement litigation against the Company in the U.S. (United States District Court for the Central District of California) and Japan (Civil Division of the Osaka District Court). Denso alleges that the Company has and is willfully infringing Denso’s U.S. patent (7,758,979) and Japan patent (JP5190841), each relating to piezoelectric thin film. Denso is seeking monetary damages, including enhanced damages, interest, fees and costs, and injunctive relief. While the Company is unable to determine the ultimate outcome of these suits, the Company believes it has substantial defenses and intends to vigorously oppose the suits.

16. DEBTDebt consists of the following (in millions, except percentages): Effective Interest RateAs ofOctober 3, 2025September 27, 20241.80% Senior Notes due 20261.97 %$500.0 $500.0 3.00% Senior Notes due 20313.13 %500.0 500.0 Unamortized debt discount and issuance costs (4.2)(5.7)Total debt995.8 994.3 Less: current portion of long-term debt(499.4)— Total long-term debt$496.4 $994.3 Senior NotesOn May 26, 2021, the Company issued $500.0 million of its 0.90% Senior Notes due 2023 (the “2023 Notes”), $500.0 million of its 1.80% Senior Notes due 2026 (the “2026 Notes”), and $500.0 million of its 3.00% Senior Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes, the “Notes”). During fiscal 2023, the Company repaid $500.0 million of the 2023 Notes at maturity. The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of its existing and future senior unsecured debt but effectively junior to any of the Company’s senior secured debt to the extent of the value of collateral securing such debt and are structurally subordinated to all existing and future obligations of the Company’s subsidiaries. The Notes will mature on each respective maturity date, unless earlier redeemed in accordance with their terms. Interest on the Notes is payable on June 1 and December 1 of each year. The Company may redeem all or a portion of the 2026 Notes and the 2031 Notes at any time and from time to time prior to maturity, in whole or in part, for cash at the applicable redemption prices set forth in the respective supplemental indenture. If the Company undergoes a change of control repurchase event, as defined in the indenture governing the Notes (as supplemented, the “Indenture”), holders may require the Company to repurchase the Notes in whole or in part for cash at a price equal to 101% of the principal amount of the Notes to be purchased, plus any accrued and unpaid interest. As of October 3, 2025, the Company considered the likelihood of acceleration related to the 2026 Notes and the 2031 Notes and recorded the Notes as short-term debt and long-term debt, respectively. The Notes are recorded net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings.

8. INCOME TAXESIncome before income taxes consists of the following components (in millions): Fiscal Years EndedOctober 3, 2025September 27, 2024September 29, 2023United States$133.5 $1.9 $484.9 Foreign393.2 634.5 593.9 Income before income taxes$526.7 $636.4 $1,078.8 The provision for income taxes consists of the following components (in millions): Fiscal Years EndedOctober 3, 2025September 27, 2024September 29, 2023Current tax expense:Federal$45.3 $79.0 $164.4 State0.1 0.2 0.1 Foreign59.5 60.8 74.4 104.9 140.0 238.9 Deferred tax expense (benefit):Federal(80.8)(120.5)(102.4)State— (0.5)(0.1)Foreign25.5 21.4 (40.4)(55.3)(99.6)(142.9)Provision for income taxes$49.6 $40.4 $96.0 The actual income tax expense is different than that which would have been computed by applying the federal statutory tax rate to income before income taxes. A reconciliation of income tax expense as computed at the United States federal statutory income tax rate to the provision for income tax expense is as follows (in millions): Fiscal Years EndedOctober 3, 2025September 27, 2024September 29, 2023Tax expense at United States statutory rate$110.6 $133.6 $226.5 Foreign tax rate difference(22.0)(84.7)(90.7)Effect of stock compensation10.2 11.3 16.0 Research and development credits(44.5)(28.7)(29.7)Change in tax reserve(1.4)11.1 8.1 Global Intangible Low-Taxed Income4.0 18.1 16.3 Foreign Derived Intangible Income(44.7)(49.3)(65.9)Section 162(m) limitation15.8 10.6 10.9 Remeasurement of concessionary tax rate19.0 — — Other, net2.6 18.4 4.5 Provision for income taxes$49.6 $40.4 $96.0 The Company operated in foreign jurisdictions with income tax rates lower than the United States tax rate of 21.0% for fiscal 2025, fiscal 2024, and fiscal 2023. The Company had accrued $56.3 million of the deemed repatriation tax in short-term liabilities within the Consolidated Balance Sheets as of October 3, 2025. The Company had accrued $46.1 million and $57.0 million of the deemed repatriation tax in short-term and long-term liabilities within the Consolidated Balance Sheets, respectively, as of September 27, 2024.The Company operates under a tax holiday in Singapore, which is effective through September 30, 2030. The current tax holiday is conditioned upon the Company’s compliance with certain conditions, including employment and investment thresholds in Singapore. The impact of the tax holiday decreased Singapore taxes owed by $6.6 million, $67.7 million, and $66.

10. LEASESThe Company’s lease arrangements consist primarily of corporate, manufacturing, design, and other facility agreements as well as various machinery and office equipment agreements. The leases expire at various dates through 2061, some of which include options to extend the lease term. The longest potential remaining lease term consists of a 36 year land lease in Osaka, Japan. During fiscal 2025, fiscal 2024, and fiscal 2023, the Company recorded $39.5 million, $35.5 million, and $39.8 million of operating lease expense, and $15.2 million, $20.6 million, and $19.2 million of variable lease expense, respectively. Supplemental cash information and non-cash activities related to operating leases are as follows (in millions):Fiscal Year EndedOctober 3, 2025September 27, 2024September 29, 2023Operating cash outflows from operating leases$38.3 $35.4 $34.0 Operating lease assets obtained in exchange for new lease liabilities$31.3 $16.2 $11.1 Operating leases are classified as follows (in millions):As ofOctober 3, 2025September 27, 2024Other current liabilities$36.8 $20.2 Long-term operating lease liabilities170.5 185.9 Total lease liabilities $207.3 $206.1 Maturities of lease liabilities under operating leases by fiscal year are as follows (in millions):As ofOctober 3, 20252026$37.1 202738.7 202834.5 202931.5 203020.5 Thereafter89.8 Total lease payments 252.1 Less: imputed interest(44.8)Present value of lease liabilities207.3 Less: current portion (included in other current liabilities)(36.8)Long-term operating lease liabilities$170.5 Weighted-average remaining lease term and discount rate related to operating leases are as follows:As ofOctober 3, 2025September 27, 2024Weighted-average remaining lease term (in years)10.611.9Weighted-average discount rate4.0 %3.

Cybersecurity Risk Management and StrategyWe 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”) and the International Organization for Standardization (“ISO”) 27001 standards. We are certified and externally audited to ISO / IEC 27001:2022. We leverage a controls framework, based on these 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 annual cybersecurity risk assessment and 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 ongoing cybersecurity training to our employees based on access to our network and roles, which includes annual training to non-factory employees on our acceptable use policy, our data protection methods, and social engineering tactics used by threat actors. 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.

4. FAIR VALUEAssets and Liabilities Measured and Recorded at Fair Value on a Recurring BasisThe Company measures certain assets and liabilities at fair value on a recurring basis such as its financial instruments. There have been no transfers between Level 1, 2, or 3 assets or liabilities during fiscal 2025. Assets and liabilities recorded at fair value on a recurring basis consisted of the following (in millions): As ofOctober 3, 2025September 27, 2024Fair Value MeasurementsFair Value MeasurementsTotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3AssetsCash and cash equivalents (1)$1,161.3 $1,120.3 $41.0 $— $1,368.6 $1,199.1 $169.5 $— U.S. Treasury and government securities126.6 109.1 17.5 — 50.1 36.5 13.6 — Corporate bonds and notes100.5 — 100.5 — 155.3 — 155.3 — Municipal bonds— — — — 0.1 — 0.1 — Total assets at fair value$1,388.4 $1,229.4 $159.0 $— $1,574.1 $1,235.6 $338.5 $— (1) Cash equivalents included in Levels 1 and 2 consist of money market funds, municipal bonds, corporate bonds and notes, and U.S. Treasury and government securities purchased with less than ninety days until maturity. Assets Measured and Recorded at Fair Value on a Nonrecurring Basis The Company’s non-financial assets and liabilities, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and are subsequently re-measured if there are indicators of impairment. There were no indicators of impairment identified during fiscal 2025. 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 restructuring, impairment, and other charges. During fiscal 2023, the Company recorded impairment charges of $64.5 million primarily due to reduced overall market demand related to long-term supply capacity deposits of $47.5 million recorded within cost of goods sold and a loss on divested assets of $12.3 million recorded within restructuring, impairment, and other charges.Fair Value of DebtThe Company’s debt is carried at amortized cost and is measured at fair value quarterly for disclosure purposes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets.

17. SUBSEQUENT EVENTMerger Agreement with QorvoOn October 27, 2025, Skyworks and Qorvo announced that the companies entered into the Merger Agreement to combine the two companies in a cash-and-stock transaction. Under the terms of this agreement, Qorvo shareholders will receive 0.960 of a share of Skyworks common stock and $32.50 per share in cash upon the completion of the transaction, representing a combined company enterprise value of approximately $22.0 billion based on market close on October 27, 2025. The transaction is currently expected to close early in calendar year 2027, subject to receipt of regulatory approvals, certain approvals of Qorvo and Skyworks shareholders, and satisfaction of other customary closing conditions.The Merger Agreement contains certain termination rights for each of Skyworks and Qorvo. Under specified circumstances, including termination by a party to accept a superior proposal or termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, each of Qorvo and Skyworks will be required to pay the other party a termination fee of $298.7 million, as more fully described in the Merger Agreement. Alternatively, under certain specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities, Skyworks will be required to pay Qorvo a termination fee of $100.0 million, as more fully described in the Merger Agreement.In connection with the execution of the Merger Agreement, we entered into a commitment letter on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, up to $3,050.0 million of senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes.