SKYWORKS SOLUTIONS, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures 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 October 1, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how 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 October 1, 2021, 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. Management’s Annual Report on Internal Control Over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. 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 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: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 65 The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of October 1, 2021. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 Internal Control-Integrated Framework. Based on their assessment, management concluded that, as of October 1, 2021, the Company’s internal control over financial reporting is effective based on those criteria. The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as stated within their report which appears herein. Changes in Internal Control Over Financial Reporting. There are no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal 2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Due to the ongoing COVID-19 pandemic, a significant number of our employees perform all or a portion of their work from home. The design of our processes, systems, and controls allows for remote execution with accessibility to secure data. ITEM 9B. OTHER INFORMATION. None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 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 2022 Annual Meeting of Stockholders is incorporated herein by reference. We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We make available our code of business conduct and ethics free of charge through our website at www.skyworksinc.com. We intend to disclose any amendments to, or waivers from, our code of business conduct and ethics that are required to be publicly disclosed by posting any such amendment or waivers on our website pursuant to SEC requirements and rules of the Nasdaq Global Select Market. ITEM 11. EXECUTIVE COMPENSATION. The information to be included under the caption “Information about Executive and Director Compensation” in our definitive proxy statement for the 2022 Annual Meeting of Stockholders is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information to be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our definitive proxy statement for the 2022 Annual Meeting of Stockholders is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information to be included under the captions “Certain Relationships and Related Transactions” and “Corporate Governance─Director Independence” in our definitive proxy statement for the 2022 Annual Meeting of Stockholders is incorporated herein by reference. 66 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information to be included under the caption “Ratification of Independent Registered Public Accounting Firm—Audit Fees” in our definitive proxy statement for the 2022 Annual Meeting of Stockholders is incorporated herein by reference. 67 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) The following are filed as part of this Annual Report on Form 10-K: 1. Index to Financial Statements Page number in this report Report of Independent Registered Public Accounting Firm Page 37 Consolidated Statements of Operations for the three years ended October 1, 2021 Page 39 Consolidated Statements of Comprehensive Income for the three years ended October 1, 2021 Page 40 Consolidated Balance Sheets at October 1, 2021, and October 2, 2020 Page 41 Consolidated Statements of Cash Flows for the three years ended October 1, 2021 Page 42 Consolidated Statements of Stockholders’ Equity for the three years ended October 1, 2021 Page 43 Notes to Consolidated Financial Statements Pages 44 through 63 2. The schedule listed below is filed as part of this Annual Report on Form 10-K: All required schedule information is included in the Notes to Consolidated Financial Statements or is omitted because it is either not required or not applicable. 3. The Exhibits listed in the Exhibit Index immediately following Item 16 are filed as a part of this Annual Report on Form 10-K. (b) Exhibits The exhibits required by Item 601 of Regulation S-K are filed herewith and incorporated by reference herein. The response to this portion of Item 15 is submitted under Item 15 (a) (3). ITEM 16. FORM 10-K SUMMARY. None 68 Table of Contents EXHIBIT INDEX Exhibit Number Exhibit Description Form Incorporated by Reference Filed Herewith File No. Exhibit Filing Date 2.1^ Asset Purchase Agreement, dated as of April 22, 2021, by and between Skyworks Solutions Inc., and Silicon Laboratories Inc. 8-K 001-05560 2.1 4/22/2021 3.1 Restated Certificate of Incorporation, as Amended 10-Q 001-05560 3.1 8/3/2016 3.2 Third Amended and Restated By-laws, as Amended 10-Q 001-05560 3.1 4/30/2021 4.1 Specimen Certificate of Common Stock S-3 333-92394 4 7/15/2002 4.2 Description of Capital Stock 10-K 001-05560 4.2 11/14/2019 4.3 Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association 8-K 001-05560 4.1 5/26/2021 4.4 First Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association 8-K 001-05560 4.2 5/26/2021 4.5 Second Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association 8-K 001-05560 4.3 5/26/2021 4.6 Third Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association 8-K 001-05560 4.4 5/26/2021 10.1* Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as Amended 10-Q 001-05560 10.1 7/24/2020 10.2* Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan, as Amended 10-Q 001-05560 10.2 7/24/2020 10.3* Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan 8-K 001-05560 10.1 5/13/2013 10.4* Form of Nonstatutory Stock Option Agreement under the Company’s 2005 Long-Term Incentive Plan 10-Q 001-05560 10.B 1/31/2013 10.5* Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended 10-Q 001-05560 10.1 5/4/2018 10.6* Form of Nonstatutory Stock Option Agreement under the Company’s 2008 Director Long-Term Incentive Plan 10-Q 001-05560 10.OO 5/7/2008 10.7* Form of Restricted Stock Unit Agreement under the Company’s 2008 Director Long-Term Incentive Plan 10-Q 001-05560 10.2 5/4/2016 10.8* Skyworks Solutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan 10-Q 001-05560 10.2 7/30/2021 10.9* Form of Nonstatutory Stock Option Agreement under the Company’s 2015 Long-Term Incentive Plan 10-Q 001-05560 10.2 8/5/2015 10.10* Form of Performance Share Agreement under the Company’s 2015 Long-Term Incentive Plan 10-Q 001-05560 10.3 8/5/2015 10.11* Form of Restricted Stock Unit Agreement under the Company’s 2015 Long-Term Incentive Plan 10-Q 001-05560 10.4 8/5/2015 10.12*^ Fiscal Year 2021 Executive Incentive Plan 10-Q 001-05560 10.1 1/29/2021 10.13* Skyworks Solutions, Inc. Cash Compensation Plan for Directors 10-Q 001-05560 10.1 5/5/2020 Table of Contents Exhibit Number Exhibit Description Form Incorporated by Reference Filed Herewith File No. Exhibit Filing Date 10.14* Amended and Restated Change in Control / Severance Agreement, dated May 11, 2016, between the Company and Liam Griffin 10-Q 001-05560 10.2 8/3/2016 10.15* Change in Control / Severance Agreement, dated August 29, 2016, between the Company and Kris Sennesael 10-K 001-05560 10.32 11/22/2016 10.16* Change in Control / Severance Agreement, dated November 10, 2016, between the Company and Robert J. Terry 10-Q 001-05560 10.2 2/7/2017 10.17* Change in Control / Severance Agreement, dated November 9, 2016, between the Company and Carlos S. Bori 10-K 001-05560 10.27 11/13/2017 10.18* Change in Control / Severance Agreement, dated April 13, 2018, between the Company and Kari A. Durham 10-Q 001-05560 10.2 1/24/2020 10.19 Debt Commitment Letter, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and JPMorgan Chase Bank, N.A 8-K 001-05560 10.1 4/22/2021 10.20^ Term Credit Agreement, dated as of May 21, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent 8-K 001-05560 10.1 5/26/2021 10.21^ 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 8-K 001-05560 10.2 5/26/2021 21 Subsidiaries of the Company X 23.1 Consent of KPMG LLP 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 2002 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 2002 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 2002 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 2002 X 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X Table of Contents Exhibit Number Exhibit Description Form Incorporated by Reference Filed Herewith File No. Exhibit Filing Date 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) * Indicates a management contract or compensatory plan or arrangement. ^ Portions of this exhibit have been omitted because such information is not material and is the type of information that the Registrant treats as private or confidential. Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 24, 2021 SKYWORKS SOLUTIONS, INC. Registrant By: /s/ Liam K. Griffin Liam K. Griffin Chairman, Chief Executive Officer and President (Principal Executive Officer) Table of Contents 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 24, 2021. Signature and Title Signature and Title /s/ Liam K. Griffin /s/ Alan S. Batey Liam K. Griffin Alan S. Batey Chairman, Chief Executive Officer and President Director (Principal Executive Officer) /s/ Kevin L. Beebe Kevin L. Beebe /s/ Kris Sennesael Director Kris Sennesael Senior Vice President and Chief Financial Officer /s/ Timothy R. Furey (Principal Accounting and Financial Officer) Timothy R. Furey Director /s/ Christine King Christine King Director /s/ David P. McGlade David P. McGlade Director /s/ Robert A. Schriesheim Robert A. Schriesheim Director /s/ Kimberly S. Stevenson Kimberly S. Stevenson Director 73