What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-11-07 compared with 2024-11-15 · 77 added, 54 removed, 109 unchanged (55% of the section changed)

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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.

Pending Combination With Qorvo

On October 27, 2025, we entered into the Merger Agreement with Qorvo, a provider of connectivity and power solutions, to combine Qorvo and Skyworks in a cash-and-stock transaction that values the combined company at approximately $ 22.0 billion as of the market close on October 27, 2025.

Under the terms of the Merger Agreement, at the effective time of the Mergers, each share of Qorvo common stock issued and outstanding immediately prior thereto (with certain exceptions set forth in the Merger Agreement) will be converted into the right to receive 0.960 (the “Exchange Ratio”) of a share of Skyworks common stock and $ 32.50 in cash, without interest, subject to applicable withholding taxes.

The Exchange Ratio is expected to result in Qorvo equityholders and Skyworks equityholders owning approximately 37% and 63%, respectively, of the combined company on a pro forma basis following the closing.

The Merger Agreement also provides for Skyworks’ assumption of certain Qorvo equity awards, subject to certain adjustments thereto in respect of, among other things, performance-based vesting conditions.

Pursuant to the Merger Agreement, immediately following the closing, the Board of Directors will be comprised of 11 directors, consisting of (i) the Chief Executive Officer of Skyworks, who will be the Chief Executive Officer of Skyworks following the closing, (ii) seven directors designated by Skyworks and (iii) three directors designated by Qorvo who are reasonably acceptable to Skyworks, each of whom will hold office until the next annual meeting of stockholders of Skyworks.

Promptly following the closing, the Board of Directors will also designate a Chairman.

Robert Bruggeworth, Qorvo’s current President, Chief Executive Officer and director, will be one of Qorvo’s designees upon the closing.

The Mergers, which are anticipated to close early in calendar year 2027, are subject to the satisfaction or waiver of customary closing conditions, including adoption of the Merger Agreement by Qorvo’s stockholders and the approval by Skyworks’ stockholders of the issuance of Skyworks common stock included in the consideration to be paid to Qorvo stockholders, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and other regulatory approvals under certain antitrust and foreign investment regimes, the absence of any order, injunction or law of such jurisdictions prohibiting the Mergers, and the effectiveness of a registration statement on Form S-4 to be filed by us.

We and Qorvo each have termination rights under the Merger Agreement.

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 us 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, we 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 (“Bridge 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.

The receipt of financing by us is not a condition to our obligation to consummate the Mergers.

Concurrently with the execution of the Merger Agreement, we and certain stockholders of Qorvo affiliated with Starboard Value (“SBV”), an affiliate of Peter Feld, a member of the board of directors of Qorvo so designated by SBV (each, a “SBV Stockholder”), entered into a Voting and Support Agreement (the “VSA”), pursuant to which each SBV Stockholder has agreed to vote its shares of Qorvo common stock in favor of the adoption of the Merger Agreement.

As of October 24, 2025, the SBV Stockholders collectively held approximately 8% of Qorvo’s issued and outstanding shares.

Each SBV Stockholder has also agreed, for a limited period of time not exceeding nine months from the date of the VSA, not to sell or transfer its shares of Qorvo common stock, subject to certain exceptions as specified in the VSA, and has agreed not to solicit any competing acquisition proposal.

The VSA will terminate, as to each SBV Stockholder, upon the earliest to occur of (a) the closing, (b) the termination of the Merger Agreement, (c) the date of any Qorvo Triggering Event or Skyworks Triggering Event (each, as defined in the Merger Agreement) and (d) the written consent of Skyworks, Qorvo and the applicable SBV Stockholder.

For more on risks related to the Mergers, see Part I, Item 1A, Risk Factors, “Risks Associated with the Proposed Transaction with Qorvo” of this Annual Report on Form 10-K.

RESULTS OF OPERATIONS

Fiscal Years Ended September 27, 2024, September 29, 2023, and September 30, 2022

Fiscal Years Ended October 3, 2025, September 27, 2024, and September 29, 2023

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

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Fiscal Years Ended

September 27, 2024 September 29, 2023 September 30, 2022

October 3, 2025 September 27, 2024 September 29, 2023

Net revenue 100.0 % 100.0 % 100.0 %

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Amortization of intangibles — — 0.7

Impairment, restructuring, and other charges 3.6 0.6 0.6

Restructuring, impairment, and other charges 0.6 3.6 0.6

Total operating expenses 28.9 25.9 20.6

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Interest expense (0.7) (0.7) (1.3)

Other income (expense), net 0.7 0.4 —

Other income, net 1.3 0.7 0.4

Income before income taxes 12.9 15.2 22.6

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Net income 11.7 % 14.3 % 20.6 %

During the fiscal year ended September 27, 2024, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue decreased 12.5% to $4,178.0 million in fiscal 2024, as compared to $4,772.4 million in fiscal 2023, driven primarily by a decrease in demand for our mobile, analog, and mixed-signal products.

• Our ending cash, cash equivalents, and marketable securities balance increased 113.1% to $1,574.1 million in fiscal 2024, as compared to $738.5 million in fiscal 2023.

The increase in cash, cash equivalents, and marketable securities during fiscal 2024, was primarily due to cash generated from operations of $1,824.7 million, partially offset by

dividend payments of $439.1 million, repayments of debt of $300.0 million, capital expenditures of $157.0 million, and share repurchases of $77.3 million.

During the fiscal year ended October 3, 2025, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue decreased 2.2% to $4,086.9 million in fiscal 2025, as compared to $4,178.0 million in fiscal 2024, driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our mobile and Wi-Fi products.

• Our ending cash, cash equivalents, and marketable securities balance decreased 11.8% to $1,388.4 million in fiscal 2025, as compared to $1,574.1 million in fiscal 2024.

The decrease in cash, cash equivalents, and marketable securities during fiscal 2025 was primarily due to share repurchases of $830.2 million, dividend payments of $432.6 million, and capital expenditures of $195.0 million, partially offset by cash generated from operations of $1,300.8 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.

• On May 7, 2025, the Board of Directors appointed Todd Lepinski as Senior Vice President, Sales and Marketing, effective as of June 2, 2025.

• On August 23, 2025, the Board of Directors appointed Philip Carter as Senior Vice President and Chief Financial Officer of the Company, effective as of September 8, 2025.

Fiscal Years Ended

(dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022

(dollars in millions) October 3, 2025 Change September 27, 2024 Change September 29, 2023

Net revenue $ 4,086.9 (2.2)% $ 4,178.0 (12.5)% $ 4,772.4

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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.

The decrease in net revenue in fiscal 2024, as compared to fiscal 2023, was driven primarily by a decrease in demand for our mobile, analog, and mixed-signal products.

The decrease in net revenue in fiscal 2025, as compared to fiscal 2024, was driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our mobile and Wi-Fi products.

For information regarding net revenue by geographic region and customer concentration, see Note 14 to Item 8 of this Annual Report on Form 10-K.

Fiscal Years Ended

(dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022

(dollars in millions) October 3, 2025 Change September 27, 2024 Change September 29, 2023

Gross profit $ 1,682.1 (2.2)% $ 1,720.8 (18.3)% $ 2,107.3

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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 in fiscal 2024, as compared to fiscal 2023, was primarily the result of an unfavorable product mix, lower unit volumes, and lower average selling prices.

The decrease in gross profit in fiscal 2025, as compared to fiscal 2024, was primarily the result of unfavorable product mix, lower average selling prices, and an increase in costs associated with facility consolidation and closure, partially offset by higher unit volumes.

Research and Development

Fiscal Years Ended

(dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022

(dollars in millions) October 3, 2025 Change September 27, 2024 Change September 29, 2023

Research and development $ 785.5 24.3% $ 631.7 4.1% $ 606.8

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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 in fiscal 2024, as compared to fiscal 2023, 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, partially offset by a decrease in share-based compensation expense and a decrease in depreciation expense as a result of extending the useful lives of certain machinery and equipment.

For information regarding this change in accounting estimate, see Note 2 to Item 8 of this Annual Report on Form 10-K.

The increase in research and development expenses in fiscal 2025, as compared to fiscal 2024, was primarily related to increases in 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

Fiscal Years Ended

(dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022

(dollars in millions) October 3, 2025 Change September 27, 2024 Change September 29, 2023

Selling, general, and administrative $ 371.5 23.5% $ 300.8 (4.2)% $ 314.0

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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 decrease in selling, general, and administrative expenses in fiscal 2024, as compared to fiscal 2023, was primarily related to a gain on the sale of property, plant, and equipment, a decrease in professional services costs, and a decrease in share-based compensation expense.

The increase in selling, general, and administrative expenses in fiscal 2025, as compared to fiscal 2024, was primarily related to increases in headcount-related expenses, including share-based compensation and increases in professional services costs.

Amortization of Intangibles

Fiscal Years Ended

(dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022

(dollars in millions) October 3, 2025 Change September 27, 2024 Change September 29, 2023

Amortization of intangibles $ 0.9 —% $ 0.9 (97.3)% $ 33.2

% of net revenue — % — % 0.7 %

The decrease in amortization expense in fiscal 2024, as compared to fiscal 2023, was primarily due to certain intangible assets that were acquired in prior fiscal years reaching the end of their useful lives.

Impairment, Restructuring, and Other Charges

Amortization of intangible assets was consistent in fiscal 2025, as compared to fiscal 2024.

Restructuring, Impairment, and Other Charges

Fiscal Years Ended

(dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022

Impairment, restructuring, and other charges $ 150.0 430.0% $ 28.3 (7.8)% $ 30.7

(dollars in millions) October 3, 2025 Change September 27, 2024 Change September 29, 2023

Restructuring, impairment, and other charges $ 24.2 (83.9)% $ 150.0 430.0% $ 28.3

% of net revenue 0.6 % 3.6 % 0.6 %

Impairment, restructuring, and other charges in fiscal 2024 were primarily due to the abandonment or delay of previously capitalized in-process research and development (“IPR&D”) projects of $147.9 million and employee severance costs.

Impairment, restructuring, and other charges in fiscal 2023 were primarily due to employee severance costs and impairment charges on divested assets.

Restructuring, impairment, and other charges in fiscal 2025 was primarily due to certain management severance costs incurred in connection with Chief Executive Officer transition.

Restructuring, impairment, and other charges in fiscal 2024 was primarily due to the abandonment or delay of previously capitalized in-process research and development (“IPR&D”) projects of $147.9 million and employee severance costs.

Interest Expense

Fiscal Years Ended

(dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022

(dollars in millions) October 3, 2025 Change September 27, 2024 Change September 29, 2023

Interest expense $ 27.1 (11.7)% $ 30.7 (52.3)% $ 64.4

% of net revenue 0.7 % 0.7 % 1.3 %

The decrease in interest expense in fiscal 2024, as compared to fiscal 2023, was due to certain debt repayments that reduced the amount of outstanding indebtedness.

Other Income (Expense), Net

The decrease in interest expense in fiscal 2025, as compared to fiscal 2024, was due to certain debt repayments in prior periods that reduced the amount of outstanding indebtedness.

Other Income, Net

Fiscal Years Ended

(dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022

Other income (expense), net $ 29.7 63.2% $ 18.2 828.0% $ (2.5)

(dollars in millions) October 3, 2025 Change September 27, 2024 Change September 29, 2023

Other income, net $ 53.8 81.1% $ 29.7 63.2% $ 18.2

% of net revenue 1.3 % 0.7 % 0.4 %

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Fiscal Years Ended

(dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022

(dollars in millions) October 3, 2025 Change September 27, 2024 Change September 29, 2023

Provision for income taxes $ 49.6 22.8% $ 40.4 (57.9)% $ 96.0

% of net revenue 1.2 % 1.0 % 2.0 %

We recorded a provision for income taxes of $40.4 million (which consisted of benefits of $41.5 million and $0.3 million related to United States federal and state income taxes, respectively, and a provision of $82.2 million related to foreign income taxes) and $96.0 million (which consisted of $62.0 million and $34.0 million related to United States and foreign income taxes, respectively) in fiscal 2024 and fiscal 2023, respectively.

The decrease in income tax expense in fiscal 2024, as compared to fiscal 2023, was primarily due to lower income from operations and a higher proportion of foreign income compared to domestic, partially offset by a decrease in the benefit from foreign-derived intangible income (“FDII”), an increase in tax expense related to a change in the reserve for uncertain tax positions, and an increase in the tax on global intangible low-taxed income (“GILTI”), net of foreign tax credits.

Future changes in tax laws could arise related to the BEPS Project of the OECD, including Pillar One and Pillar Two;

the European Commission’s “state aid” investigations;

enactment of a global corporate minimum tax;

and other developments that could have an adverse effect on the taxation of our business, including reducing the availability of tax credits and payment of higher income taxes.

Many countries have implemented laws based on Pillar Two which will be effective for us in fiscal year 2025.

We continue to evaluate the impact of proposed and enacted legislative changes to our effective tax rate as new guidance becomes available.

We recorded a provision for income taxes of $49.6 million (which consisted of a benefit of $35.5 million and a provision of $0.1 million related to United States federal and state income taxes, respectively, and a provision of $85.0 million related to foreign income taxes) and $40.4 million (which consisted of benefits of $41.5 million and $0.3 million related to United States federal and state income taxes, respectively, and a provision of $82.2 million related to foreign income taxes) in fiscal 2025 and fiscal 2024, respectively.

The increase in income tax expense in fiscal 2025, as compared to fiscal 2024, was primarily due to higher foreign taxes including the tax impact of remeasuring existing net deferred tax liabilities in Singapore 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 an increase in research and development credits.

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 became effective for us beginning in fiscal 2025.

The tax impact associated with Pillar Two was immaterial to the financial statements for fiscal 2025.

We continue to evaluate the impact of proposed and enacted legislative changes as new guidance becomes available.

In July 2025, the U.S.

government enacted the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA did not have a material impact to the financials for fiscal 2025.

We continue to evaluate the impact of the OBBBA on our business for future periods.

See Note 8 to Item 8 of this Annual Report on Form 10-K for additional information regarding income taxes.

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Fiscal Years Ended

(in millions) September 27, 2024 September 29, 2023 September 30, 2022

(in millions) October 3, 2025 September 27, 2024 September 29, 2023

Cash and cash equivalents at beginning of period $ 1,368.6 $ 718.8 $ 566.0

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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 $31.7 million decrease in cash provided by operating activities for fiscal 2024, as compared to fiscal 2023, was primarily related to lower net income, partially offset by favorable changes in working capital of $402.9 million, due primarily to a decrease in inventory and accounts receivable.

The $523.9 million decrease in cash provided by operating activities for fiscal 2025, as compared to fiscal 2024, was primarily related to a decrease in working capital of $370.7 million, due primarily to inventory and accounts receivable, and lower net income.

Cash used in investing activities:

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

$131.5 million increase in cash used in investing activities for fiscal 2024, as compared to fiscal 2023, was primarily related to a decrease of $207.5 million in sales of marketable securities, partially offset by a decrease of $17.9 million in purchases of marketable securities and a decrease of $53.3 million in cash used for capital expenditures.

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 $121.9 million decrease in cash used in investing activities for fiscal 2025, as compared to fiscal 2024, was primarily related to an increase of $531.8 million in the sale or maturity of marketable securities, partially offset by an increase of $362.6 million in purchases of marketable securities and an increase of $38.0 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 $660.2 million decrease in cash used in financing activities for fiscal 2024, as compared to fiscal 2023, was primarily related to a decrease of $600.0 million for the repayment of debt and a decrease of $98.0 million in stock repurchase activity, partially offset by an increase of $33.9 million in dividend payments.

Cash, cash equivalents, and marketable securities totaled $1,574.1 million as of September 27, 2024, representing an increase of $835.6 million from September 29, 2023.

We have outstanding $500.0 million of Notes Due 2026 and $500.0 million of Notes Due 2031.

During fiscal 2024, 2023, and 2022, we repaid $300.0 million, $900.0 million, and $50.0 million of outstanding borrowings, respectively.

Cash used in financing activities consists primarily of cash transactions related to equity and proceeds and payments related to our long-term borrowings.

The $455.1 million increase in cash used in financing activities for fiscal 2025, as compared to fiscal 2024, was primarily related to an increase of $752.9 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 $1,388.4 million as of October 3, 2025, representing a decrease of $185.7 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”).

During fiscal 2024 and 2023, we repaid $300.0 million and $900.0 million of outstanding borrowings, respectively.

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

As of October 3, 2025, there were no borrowings outstanding under the revolving credit facility (the “Revolver”).

The Revolving Credit Agreement expires July 26, 2026.

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.

For a description of contractual obligations, such as taxes, leases, purchase commitments, and debt, see Note 8, Note 10, Note 11, and Note 16 to Item 8 of this Annual Report on Form 10-K, respectively.

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), 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.

research and development, capital expenditures, potential acquisitions, working capital, quarterly cash dividend payments (if such dividends are declared by the Board of Directors), share repurchases, outstanding commitments, and other liquidity requirements associated with existing operations.

However, we cannot be certain that our cash, cash equivalents, and marketable securities on hand, cash generated from operations, and funds from our Revolver will be available in the future to fund all of our capital and operating requirements.

In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources.

11 unchanged sentences

and income taxes, which impacts the income tax provision.

These policies and significant judgments involved are discussed further below.

These policies and significant

judgments involved are discussed further below.

We have other significant accounting policies that do not generally require subjective estimates or judgments or would not have a material impact on our results of operations.

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Our revenue reserves contain uncertainties because they require management to make assumptions and to apply judgment to estimate the value of future credits to customers for product returns, price protection, price adjustments, and stock rotation for products sold to certain electronic component distributors.

We base these estimates on the expected value method considering all reasonably available information, including our historical experience and current expectations, and are reflected in the

transaction price when sales are recorded.

We base these estimates on the expected value method considering all reasonably available information, including our historical experience and current expectations, and are reflected in the transaction price when sales are recorded.

Changes in actual demand or market conditions could adversely or beneficially impact our reserve calculations.

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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-K

Item 7. Management’s Discussion and Analysis