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 September 29, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is 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 September 29, 2023, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. 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. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 29, 2023. 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 September 29, 2023, 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 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. Director and Officer Trading Arrangements: 65 A significant portion of the compensation of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons. Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. The following table describes contracts, instructions or written plans for the sale or purchase of Company securities adopted by our directors and officers during the fourth quarter of fiscal 2023 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”): Name and Title Date of Adoption Duration of Rule 10b5-1 Trading Arrangement Aggregate Number of Securities to Be Purchased or Sold Karilee Durham , Senior Vice President, Human Resources August 9, 2023 Until August 9, 2024 , or such earlier date upon which all transactions are completed or expire without execution Sale of up to 5,000 shares None of our directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2023. 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 2024 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 2024 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 caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders is incorporated herein by reference. 66 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 2024 Annual Meeting of Stockholders is incorporated herein by reference. 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 2024 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 (PCAOB ID: 185 ) Page 38 Consolidated Statements of Operations for the three years ended September 29, 2023 Page 40 Consolidated Statements of Comprehensive Income for the three years ended September 29, 2023 Page 41 Consolidated Balance Sheets at September 29, 2023, and September 30, 2022 Page 42 Consolidated Statements of Cash Flows for the three years ended September 29, 2023 Page 43 Consolidated Statements of Stockholders’ Equity for the three years ended September 29, 2023 Page 44 Notes to Consolidated Financial Statements Pages 45 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 this Item 15 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). 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 10-Q 001-05560 3.1 8/8/2023 3.2 Fourth Amended and Restated By-laws 8-K 001-05560 3.1 5/12/2023 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 5/4/2022 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 Amended and Restated 2015 Long-Term Incentive Plan 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 10-Q 001-05560 10.2 2/4/2022 10.12*^ Fiscal Year 202 3 Executive Incentive Plan 10-Q 001-05560 10.3 2/7/2023 10.13* Skyworks Solutions, Inc. Cash Compensation Plan for Directors 10-Q 001-05560 10.2 5/4/2022 10.14* Second Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Liam Griffin 10-Q 001-05560 10.1 8/8/2023 69 Table of Contents Exhibit Number Exhibit Description Form Incorporated by Reference Filed Herewith File No. Exhibit Filing Date 10.15* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kris Sennesael 10-Q 001-05560 10.2 8/8/2023 10.16* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Robert J. Terry 10-Q 001-05560 10.3 8/8/2023 10.17* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Carlos S. Bori 10-Q 001-05560 10.4 8/8/2023 10.18* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kari A. Durham 10-Q 001-05560 10.5 8/8/2023 10.19* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Reza Kasnavi 10-Q 001-05560 10.6 8/8/2023 10.20 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 10.21^ 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 10.22^ First Amendment, dated as of March 6, 2023, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Term Credit Agreement, dated as of May 21, 2021, by and among the Company, the lenders party thereto and the administrative agent 8-K 001-05560 10.1 3/10/2023 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 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 8-K 001-05560 10.2 3/10/2023 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 70 Table of Contents Exhibit Number Exhibit Description Form Incorporated by Reference Filed Herewith File No. Exhibit Filing Date 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 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. 71 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 17, 2023 SKYWORKS SOLUTIONS, INC. Registrant By: /s/ Liam K. Griffin Liam K. Griffin Chairman, Chief Executive Officer and President (Principal Executive Officer) 72 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 17, 2023. 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/ Eric J. Guerin (Principal Financial Officer) Eric J. Guerin Director /s/ Philip Carter Philip Carter /s/ Christine King Vice President and Corporate Controller Christine King (Principal Accounting Officer) Director /s/ Suzanne E. McBride Suzanne E. McBride Director /s/ David P. McGlade David P. McGlade Director /s/ Robert A. Schriesheim Robert A. Schriesheim Director /s/ Maryann Turcke Maryann Turcke Director 73