What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2025-02-05 · 141 added, 117 removed, 405 unchanged (39% of the section changed)

3 unchanged sentences

(Unaudited, in millions, except per share amounts)

Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net revenue $ 953.2 $ 1,046.0 $ 2,021.7 $ 2,247.5

5 unchanged sentences

Amortization of intangibles 0.2 0.2 0.5 0.5

Restructuring, impairment, and other charges 1.6 16.2

Restructuring, impairment, and other charges (benefits) 19.6 ( 0.3 ) 21.1 15.9

Total operating expenses 294.3 231.1 555.1 479.2

2 unchanged sentences

Other income, net

11.9 10.8 28.0 14.1

Income before income taxes 102.4 192.9 292.8 444.6

11 unchanged sentences

(Unaudited, in millions)

Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net income $ 68.7 $ 183.3 $ 230.7 $ 414.6

7 unchanged sentences

(In millions, except per share amounts)

December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024

Current assets:

30 unchanged sentences

525.0 shares authorized;

160.7 shares issued and outstanding at December 27, 2024, and 159.9 shares issued and outstanding at September 27, 2024

153.6 shares issued and outstanding at March 28, 2025, and 159.9 shares issued and outstanding at September 27, 2024

Additional paid-in capital — 269.4

7 unchanged sentences

(Unaudited, in millions)

Three Months Ended

December 27, 2024 December 29, 2023

Six Months Ended

March 28, 2025 March 29, 2024

Cash flows from operating activities:

20 unchanged sentences

Other 2.2 4.4

Net cash provided by (used in) investing activities 7.5 ( 23.5 )

Net cash used in investing activities ( 25.4 ) ( 56.5 )

Cash flows from financing activities:

Repurchase of common stock - payroll tax withholdings on equity awards ( 38.9 ) ( 33.4 )

Repurchase of common stock - stock repurchase program ( 500.0 ) —

Dividends paid ( 223.1 ) ( 218.0 )

Net proceeds from exercise of stock options — 1.1

Proceeds from employee stock purchase plan 20.0 18.2

Payments of debt — ( 300.0 )

22 unchanged sentences

160.7 $ 40.2 $ 283.7 $ 6,082.4 $ ( 5.6 ) $ 6,400.7

Net income — $ — $ — $ 68.7 $ — $ 68.7

Exercise and settlement of share-based awards, net of shares withheld for taxes 0.3 0.1 19.4 — — 19.5

Share-based compensation expense — — 66.4 — — 66.4

Repurchase of common stock ( 7.4 ) ( 1.9 ) ( 369.5 ) ( 132.9 ) — ( 504.3 )

Dividends declared — — — ( 110.6 ) — ( 110.6 )

Other comprehensive loss — — — — ( 0.1 ) ( 0.1 )

Balance at March 28, 2025

153.6 $ 38.4 $ — $ 5,907.6 $ ( 5.7 ) $ 5,940.3

Balance at September 29, 2023

7 unchanged sentences

160.2 $ 40.1 $ 194.4 $ 5,998.4 $ ( 5.7 ) $ 6,227.2

Net income — $ — $ — $ 183.3 $ — $ 183.3

Exercise and settlement of share-based awards, net of shares withheld for taxes 0.2 — 17.5 — — 17.5

Share-based compensation expense — — 40.3 — — 40.3

Dividends declared — — — ( 109.1 ) — ( 109.1 )

Balance at March 29, 2024

160.4 $ 40.1 $ 252.2 $ 6,072.6 $ ( 5.7 ) $ 6,359.2

See accompanying Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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.

14 unchanged sentences

The fiscal year ended on September 27, 2024 consisted of 52 weeks (“fiscal 2024”).

The three months ended December 27, 2024, and December 29, 2023, each consisted of 13 weeks.

The three and six months ended March 28, 2025, and March 29, 2024, each consisted of 13 weeks and 26 weeks, respectively.

Recently Issued Accounting Pronouncements

14 unchanged sentences

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, on either a prospective or retrospective basis.

Early adoption is

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.

3 unchanged sentences

Net revenue by geographic area is as follows (in millions):

Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

United States $ 712.6 $ 795.1 $ 1,571.0 $ 1,764.3

6 unchanged sentences

Net revenue by sales channel is as follows (in millions):

Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Distributors $ 833.2 $ 914.7 $ 1,784.1 $ 1,977.9

6 unchanged sentences

Current Noncurrent

December 27, 2024 September 27, 2024 December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024 March 28, 2025 September 27, 2024

Treasury and government securities $ 99.8 $ 39.0 $ 21.1 $ 11.1

3 unchanged sentences

The contractual maturities of noncurrent available-for-sale marketable securities were within two years or less of issuance of the applicable securities.

Neither gross unrealized gains and losses nor realized gains and losses were material as of December 27, 2024, or September 27, 2024.

Neither gross unrealized gains and losses nor realized gains and losses were material as of March 28, 2025, or September 27, 2024.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

5 unchanged sentences

Assets and liabilities recorded at fair value on a recurring basis consisted of the following (in millions):

December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024

Fair Value Measurements Fair Value Measurements

8 unchanged sentences

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 the three months ended December 27, 2024.

During the three months ended December 29, 2023, the Company recorded an impairment charge of $ 16.1 million related to the abandonment of a previously capitalized in-process research and development (“IPR&D”) project recorded within restructuring, impairment, and other charges.

There were no indicators of impairment identified during the three and six months ended March 28, 2025.

During the three months ended March 29, 2024, there were no indicators of impairment identified.

During the six months ended March 29, 2024, the Company recorded an impairment charge of $ 16.1 million related to the abandonment of a previously capitalized in-process research and development (“IPR&D”) project recorded within restructuring, impairment, and other charges (benefits).

Fair Value of Debt

2 unchanged sentences

The carrying amount and estimated fair value of debt consists of the following (in millions):

December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

3 unchanged sentences

Inventory consists of the following (in millions):

December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024

Raw materials $ 35.7 $ 30.3

4 unchanged sentences

Property, plant, and equipment, net consists of the following (in millions):

December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024

Land and improvements $ 11.9 $ 11.9

7 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

There were no changes to the carrying amount of goodwill during the three months ended December 27, 2024.

There were no changes to the carrying amount of goodwill during the three and six months ended March 28, 2025.

The Company tests its goodwill and its indefinite-lived intangible assets for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value may be impaired.

There were no indicators of goodwill and IPR&D impairment noted during the three months ended December 27, 2024.

Refer to Note 4 for a discussion of an IPR&D impairment of $ 16.1 million during the three months ended December 29, 2023.

There were no indicators of goodwill and IPR&D impairment noted during the three and six months ended March 28, 2025.

Refer to Note 4 for a discussion of an IPR&D impairment of $ 16.1 million during the six months ended March 29, 2024.

There were no indicators of IPR&D impairment noted during the three months ended March 29, 2024.

Intangible assets consist of the following (in millions):

Period (Years) December 27, 2024 September 27, 2024

Carrying Amount

Period (Years) March 28, 2025 September 27, 2024

Developed technology and other 6.4 $ 1,388.6 $ ( 602.7 ) $ 785.9 $ 1,379.6 $ ( 540.7 ) $ 838.9

3 unchanged sentences

Fully amortized intangible assets are eliminated from both the gross and accumulated amortization amounts in the first quarter of each fiscal year.

Amortization expense related to definite-lived intangible assets was $ 48.4 million and $ 48.1 million for the three months ended December 27, 2024 and December 29, 2023, respectively, primarily recorded within cost of goods sold.

During each of the three and six months ended March 28, 2025, $ 24.7 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of 8 years.

During each of the three and six months ended March 29, 2024, $ 55.7 million of IPR&D assets were transferred to definite-lived intangible assets, and are being

amortized over their useful lives of 8 years.

Amortization expense related to definite-lived intangible assets was $ 45.6 million and $ 94.0 million for the three and six months ended March 28, 2025, respectively, primarily recorded within cost of goods sold.

Amortization expense related to definite-lived intangible assets was $ 45.5 million and $ 93.6 million for the three and six months ended March 29, 2024, respectively, primarily recorded within cost of goods sold.

Annual amortization expense for the next five fiscal years related to definite-lived intangible assets, excluding IPR&D, is expected to be as follows (in millions):

2 unchanged sentences

The provision for income taxes consists of the following components (in millions):

Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

United States income taxes $ 7.4 $ ( 4.6 ) $ 22.5 $ 7.5

2 unchanged sentences

Effective tax rate 32.9 % 5.0 % 21.2 % 6.7 %

The difference between the Company’s effective tax rate and the 21.0 % United States federal statutory rate for the three months ended December 27, 2024 and December 29, 2023 resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, a benefit from foreign-derived intangible income deduction (“FDII”), and research and experimentation and foreign tax credits earned, partially offset by a tax on global intangible low-taxed income (“GILTI”), and tax expense related to share-based compensation shortfalls.

The difference between the Company’s effective tax rate and the 21.0 % United States federal statutory rate for the three and six months ended March 28, 2025 and March 29, 2024 resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, a benefit from foreign-derived intangible income deduction (“FDII”), and research and experimentation and foreign tax credits earned, partially offset by a tax on global intangible low-taxed income (“GILTI”), and tax expense related to share-based compensation shortfalls.

In addition to the aforementioned factors, the Company’s effective tax rate was higher than the 21.0 % United States federal statutory rate for the three and six months ended March 28, 2025, due to the remeasurement of existing net deferred tax liabilities in Singapore.

In August 2022, the U.S.

1 unchanged sentence

The Company was subject to the provisions of CAMT beginning in fiscal 2024.

CAMT had no impact to the Company’s consolidated financial statements during the three months ended December 27, 2024 and December 29, 2023, respectively.

CAMT had no impact to the Company’s consolidated financial statements during the three and six months ended March 28, 2025 and March 29, 2024.

In December 2021, the Organization for Economic Co-operation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting (“BEPS”) released Global Anti-Base Erosion (“GloBE”) rules under Pillar Two.

Many countries have implemented laws based on Pillar Two which is effective for the Company beginning in fiscal 2025.

Pillar Two did not have a material impact to the Company's consolidated financial statements during the three months ended December 27, 2024.

Pillar Two did not have a material impact on the Company's consolidated financial statements during the three and six months ended March 28, 2025.

COMMITMENTS AND CONTINGENCIES

Legal Matters

From 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, environmental hazards, product liability and warranty, safety and health, employment, and contractual matters.

From 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.

23 unchanged sentences

Under these agreements, the Company has agreed to pay a combination of refundable deposits and prepayments to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreemen ts.

As of December 27, 2024, the deposits and prepayments under the long-term capacity reservation agreements were $ 141.7 million and $ 3.6 million, respectively, recorded within other current assets, and $ 1.1 million and $ 23.0 million, respectively, recorded within other long-term assets.

As of September 27, 2024, the deposits and prepayments under the long-term capacity reservation agreements were $ 141.7 million and $ 3.0 million, respectively, recorded within other current assets, and $ 1.3 million and $ 21.8 million, respectively, recorded within other long-term assets.

As of March 28, 2025, deposits and prepayments under the long-term capacity reservation agreements were $ 148.6 million, with $ 126.2 million recorded within other current assets and $ 22.4 million recorded within other long-term assets.

As of September 27, 2024, deposits and prepayments under the long-term capacity reservation agreements were $ 167.8 million, with $ 144.7 million recorded within other current assets and $ 23.1 million recorded within other long-term assets.

STOCKHOLDERS’ EQUITY

Stock Repurchase and Retirement

On January 31, 2023, the Board of Directors approved a stock repurchase program (“January 31, 2023 stock repurchase program”), pursuant to which the Company was authorized to repurchase up to $ 2.0 billion of its common stock from time to time through February 1, 2025 , on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements.

During the three months ended December 27, 2024 and December 29, 2023, the Company did not repurchase any shares of its common stock.

As of December 27, 2024, $ 1.9 billion remained available under the January 31, 2023 stock repurchase program.

On February 4, 2025, the Board of Directors approved a new stock repurchase program (“February 4, 2025 stock repurchase program”), pursuant to which the Company is authorized to repurchase up to $ 2.0 billion of its common stock from time to time through February 3, 2027 , on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements.

The February 4, 2025 stock repurchase program succeeds in its entirety the aforementioned January 31, 2023 stock repurchase program.

The February 4, 2025 stock repurchase program succeeds in its entirety the stock repurchase program approved by the Board of Directors on January 31, 2023 (“January 31, 2023 stock repurchase program”).

The timing and amount of any shares of the Company’s common stock that are repurchased under the February 4, 2025 stock repurchase program will be determined by the Company’s management based on its evaluation of market conditions and other factors.

1 unchanged sentence

The Company currently expects to fund the February 4, 2025 stock repurchase program using the Company’s working capital.

On February 5, 2025 , the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $ 0.70 per share.

This dividend is payable on March 17, 2025 , to the Company’s stockholders of record as of the close of business on February 24, 2025 .

During each of the three and six months ended March 28, 2025, the Company repurchased 7.4 million shares of its common stock for $ 504.3 million (including commissions and excise tax, as applicable), all of which shares were repurchased pursuant to the February 4, 2025 stock repurchase program.

As of March 28, 2025, approximately $ 1.5 billion remained available under the February 4, 2025 stock repurchase program.

During the three and six months ended March 29, 2024, the Company did not repurchase any shares of its common stock pursuant to the January 31, 2023 stock repurchase program.

On May 7, 2025 , the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $ 0.70 per share.

This dividend is payable on June 17, 2025 , to the Company’s stockholders of record as of the close of business on May 27, 2025 .

Future dividends are subject to declaration by the Board of Directors.

4 unchanged sentences

First quarter $ 0.70 $ 112.5 $ 0.68 $ 108.9

Second quarter 0.70 110.6 0.68 109.1

Total dividends $ 1.40 $ 223.1 $ 1.36 $ 218.0

Share-based Compensation

The following table summarizes the share-based compensation expense by line item in the Consolidated Statements of Operations (in millions):

Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Cost of goods sold $ 5.7 $ 11.5 $ 13.0 $ 20.3

1 unchanged sentence

Selling, general, and administrative 16.9 14.6 35.1 33.8

Restructuring, impairment, and other charges (benefits)

12.5 — 12.5 —

Total share-based compensation $ 62.7 $ 46.0 $ 113.8 $ 99.3

1 unchanged sentence

The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):

Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net income $ 68.7 $ 183.3 $ 230.7 $ 414.6

6 unchanged sentences

Basic earnings per share are calculated by dividing net income by the weighted average number of shares of the Company’s common stock outstanding during the period.

The calculation of diluted earnings per share includes the dilutive effect of equity-based awards that were outstanding during the three months ended December 27, 2024, and December 29, 2023, using the treasury stock method.

Shares issuable upon the vesting of performance stock awards are likewise included in the calculation of diluted earnings per share as of the date the condition(s) have been satisfied, assuming the end of the reporting period was the end of the contingency period.

The calculation of diluted earnings per share includes the dilutive effect of equity-based awards that were outstanding during the three and six months ended March 28, 2025, and March 29, 2024, using the treasury stock method.

of the contingency period.

Certain of the Company’s outstanding share-based awards, noted in the table above, were excluded because they were anti-dilutive, but they could become dilutive in the future.

1 unchanged sentence

Other current assets consist of the following (in millions):

December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024

Prepaid expenses $ 214.5 $ 234.8

2 unchanged sentences

Other current liabilities consist of the following (in millions):

December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024

Accrued customer liabilities $ 187.4 $ 192.2

3 unchanged sentences

Total other current liabilities $ 309.8 $ 303.0

SUBSEQUENT EVENT

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 “Transition Date”), to succeed Liam K.

Griffin who will step down from his roles as President and Chief Executive Officer of the Company as of the Transition Date (the “Chief Executive Officer Transition”).

In connection with the Chief Executive Officer Transition, the Company will incur charges of approximately $ 20.0 million (with the portion of the charge relating to outstanding equity awards being based on the original grant date fair value as computed in accordance with the provisions of FASB ASC Topic 718) pursuant to Mr.

Griffin's Second Amended and Restated Change in Control / Severance Agreement and the prorated vesting of approximately 5,934 shares under his fiscal 2025 restricted stock unit award.

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

2 unchanged sentences

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, 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.

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.

6 unchanged sentences

RESULTS OF OPERATIONS

Three Months Ended December 27, 2024, and December 29, 2023

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

December 27, 2024 December 29, 2023

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 %

5 unchanged sentences

Amortization of intangibles — — — —

Restructuring, impairment, and other charges 0.2 1.4

Restructuring, impairment, and other charges (benefits) 2.1 — 1.0 0.7

Total operating expenses 30.9 22.1 27.4 21.3

2 unchanged sentences

Other income, net

1.2 1.0 1.4 0.7

Income before income taxes 10.7 18.4 14.5 19.8

2 unchanged sentences

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.

During the three months ended December 27, 2024, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue decreased to $1,068.5 million for the three months ended December 27, 2024, as compared to $1,201.5 million for the corresponding period in fiscal 2024, driven primarily by a decrease in demand for our mobile products.

• Our ending cash, cash equivalents, and marketable securities balance increased to $1,754.8 million.

The increase in cash, cash equivalents, and marketable securities during the three months ended December 27, 2024, was primarily due to cash generated from operations of $377.2 million, partially offset by dividend payments of $112.5 million and capital expenditures of $39.0 million.

Three Months Ended

(dollars in millions) December 27, 2024 Change December 29, 2023

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.

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 months ended December 27, 2024, as compared with the corresponding period in fiscal 2024, was driven primarily by a decrease in demand for our mobile products.

Three Months Ended

(dollars in millions) December 27, 2024 Change December 29, 2023

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.

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

5 unchanged sentences

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 December 27, 2024, 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.

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

(dollars in millions) December 27, 2024 Change December 29, 2023

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

1 unchanged sentence

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 months ended December 27, 2024, as compared with the corresponding period in fiscal 2024, 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.

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

(dollars in millions) December 27, 2024 Change December 29, 2023

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

1 unchanged sentence

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 months ended December 27, 2024, as compared with the corresponding period in fiscal 2024, was primarily related to increased professional services 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

(dollars in millions) December 27, 2024 Change December 29, 2023

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 months ended December 27, 2024, as compared with the corresponding period in fiscal 2024.

Restructuring, Impairment, and Other Charges

Three Months Ended

(dollars in millions) December 27, 2024 Change December 29, 2023

Restructuring, impairment, and other charges $ 1.6 (90.1)% $ 16.2

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 decrease in restructuring, impairment, and other charges for the three months ended December 27, 2024 was primarily due to the abandonment of a previously capitalized IPR&D project during the corresponding period in fiscal 2024.

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

(dollars in millions) December 27, 2024 Change December 29, 2023

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 months ended December 27, 2024, as compared with the corresponding period in fiscal 2024, was due to certain debt repayments in prior periods that reduced the amount of outstanding indebtedness.

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

(dollars in millions) December 27, 2024 Change December 29, 2023

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 months ended December 27, 2024, as compared with the corresponding period in fiscal 2024, was primarily due to an increase in interest income generated from cash, cash equivalents, and marketable securities.

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

(dollars in millions) December 27, 2024 Change December 29, 2023

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 $28.4 million (which consisted of $15.1 million and $13.3 million related to United States and foreign income taxes, respectively) for the three months ended December 27, 2024.

The increase in income tax expense for the three months ended December 27, 2024, as compared with the corresponding period in fiscal 2024, was primarily due to higher foreign taxes and a lower Foreign-Derived Intangible Income (“FDII”) benefit, partially offset by a decrease in Global Intangible Low-Taxed Income (“GILTI”), net of foreign tax credits, and a decrease in tax expense related to a change in the reserve for uncertain tax positions.

The Company operates under a tax holiday in Singapore, which is effective through September 30, 2025, with the ability to extend 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 Company is currently re-assessing the structure of the tax holiday including certain compliance thresholds for fiscal 2025.

As a result, we expect foreign taxes to increase in fiscal 2025.

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.

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LIQUIDITY AND CAPITAL RESOURCES

Three Months Ended

(in millions) December 27, 2024 December 29, 2023

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 provided by (used in) investing activities 7.5 (23.5)

Net cash used in investing activities (25.4) (56.5)

Net cash used in financing activities (742.0) (532.1)

2 unchanged sentences

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 $397.7 million decrease in cash provided by operating activities during the three months ended December 27, 2024, as compared with the corresponding period in fiscal 2024, was primarily related to decreases in working capital of $315.3 million, due primarily to unfavorable changes in accounts receivables and inventory, and lower net income.

Cash provided by investing activities:

Cash provided by investing activities consists primarily of cash received related to the sale or maturity of marketable securities, partially offset by cash paid to purchase marketable securities, capital expenditures, and cash paid to acquire intangible assets.

The increase in cash provided by investing activities during the three months ended December 27, 2024, as compared with the corresponding period in fiscal 2024, was primarily related to an increase of $201.7 million in the sale or maturity of marketable securities, partially offset by an increase of $149.6 million in purchases of marketable securities and an increase of $16.8 million in capital expenditures.

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 $289.7 million decrease in cash used in financing activities during the three months ended December 27, 2024, as compared with the corresponding period in fiscal 2024, was primarily related to a decrease of $300.0 million for the repayment of debt, partially offset by an increase of $5.6 million in payroll tax withholdings on equity awards and an increase of $3.6 million in dividend payments.

Cash, cash equivalents, and marketable securities totaled $1,754.8 million as of December 27, 2024, representing an increase of $180.7 million from September 27, 2024.

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.

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 December 27, 2024, there were no borrowings outstanding under the revolving credit facility (the “Revolver”).

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 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.

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.

2 unchanged sentences

money market funds, U.S.

Treasury and government securities, corporate bonds and notes, and municipal bonds.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements