What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-11-07 compared with 2024-11-15 · 173 added, 140 removed, 714 unchanged (30% of the section changed)

2 unchanged sentences

(1) Report of Independent Registered Public Accounting Firm

(2) Consolidated Statements of Operations for the three years ended September 27, 2024

(3) Consolidated Statements of Comprehensive Income for the three years ended September 2 7 , 20 24

(4) Consolidated Balance Sheets at September 2 7 , 202 4 , and September 29 , 202 3

(5) Consolidated Statements of Cash Flows for the three years ended September 2 7 , 20 24

(6) Consolidated Statements of Stockholders’ Equity for the three years ended September 2 7 , 20 24

(2) Consolidated Statements of Operations for the three years ended October 3 , 202 5

(3) Consolidated Statements of Comprehensive Income for the three years ended October 3 , 202 5

(4) Consolidated Balance Sheets at October 3 , 202 5 , and September 2 7 , 202 4

(5) Consolidated Statements of Cash Flows for the three years ended October 3 , 202 5

(6) Consolidated Statements of Stockholders’ Equity for the three years ended October 3 , 202 5

(7) Notes to Consolidated Financial Statements

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc.

and subsidiaries (the Company) as of September 27, 2024 and September 29, 2023, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three-year period ended September 27, 2024, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of September 27, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 27, 2024 and September 29, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended September 27, 2024, in conformity with U.S.

and subsidiaries (the Company) as of October 3, 2025 and September 27, 2024, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the fiscal years in the three-year period ended October 3, 2025, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of October 3, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 3, 2025 and September 27, 2024, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended October 3, 2025, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 27, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 3, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

24 unchanged sentences

Application of tax laws and regulations

As discussed in Note 2 and Note 8 to the consolidated financial statements, the Company recorded an income tax provision of $40.4 million for the year ended September 27, 2024, which is comprised of current and deferred taxes on domestic and foreign income.

As discussed in Note 2 and Note 8 to the consolidated financial statements, the Company recorded an income tax provision of $ 49.6 million for the fiscal year ended October 3, 2025, which is comprised of current and deferred taxes on domestic and foreign income.

The application of tax laws and regulations to calculate tax liabilities is subject to legal and factual interpretation, judgment, and uncertainty in a multitude of jurisdictions.

12 unchanged sentences

Fiscal Years Ended

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

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

Net revenue $ 4,086.9 $ 4,178.0 $ 4,772.4

5 unchanged sentences

Amortization of intangibles 0.9 0.9 33.2

Impairment, restructuring, and other charges

150.0 28.3 30.7

Restructuring, impairment, and other charges 24.2 150.0 28.3

Total operating expenses 1,182.1 1,083.4 982.3

1 unchanged sentence

Interest expense ( 27.1 ) ( 30.7 ) ( 64.4 )

Other income (expense), net

29.7 18.2 ( 2.5 )

Other income, net 53.8 29.7 18.2

Income before income taxes 526.7 636.4 1,078.8

12 unchanged sentences

Fiscal Years Ended

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

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

Net income $ 477.1 $ 596.0 $ 982.8

7 unchanged sentences

(In millions, except per share amounts)

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Current assets:

31 unchanged sentences

525.0 shares authorized;

159.9 shares issued and outstanding at September 27, 2024, and 159.5 shares issued and outstanding at September 29, 2023

148.7 shares issued and outstanding at October 3, 2025, and 159.9 shares issued and outstanding at September 27, 2024

Additional paid-in capital 68.1 269.4

8 unchanged sentences

Fiscal Years Ended

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

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

Cash flows from operating activities:

3 unchanged sentences

Depreciation 278.7 264.8 387.8

Amortization of intangible assets, including inventory step-up 186.5 225.9 295.7

Amortization of intangible assets 184.3 186.5 225.9

Deferred income taxes ( 55.8 ) ( 108.4 ) ( 151.2 )

30 unchanged sentences

Incentives paid in common stock $ — $ 1.2 $ 19.2

Non-cash investing in purchased intangibles, accrued but not paid $ 77.0 $ 5.0 $ 0.2

Non-cash investing in capital expenditures, accrued but not paid $ 34.5 $ 34.7 $ 12.0

4 unchanged sentences

Shares of common stock Par value of common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Total stockholders ’ equity

Balance at October 1, 2021

Balance at September 30, 2022

160.2 $ 40.0 $ 11.9 $ 5,421.9 $ ( 4.8 ) $ 5,469.0

4 unchanged sentences

Dividends declared — — — ( 405.2 ) — ( 405.2 )

Other comprehensive income — — — — 3.1 3.1

Other comprehensive loss — — — — ( 0.8 ) ( 0.8 )

Balance at September 29, 2023

5 unchanged sentences

Dividends declared — — — ( 439.1 ) — ( 439.1 )

Other comprehensive loss — — — — ( 0.8 ) ( 0.8 )

Balance at September 27, 2024

5 unchanged sentences

Dividends declared — — — ( 432.6 ) — ( 432.6 )

Balance at September 27, 2024

Other comprehensive income — — — — 0.5 0.5

Balance at October 3, 2025

148.7 $ 37.2 $ 68.1 $ 5,656.9 $ ( 5.1 ) $ 5,757.1

6 unchanged sentences

All Skyworks subsidiaries are included in the Company’s consolidated financial statements and all intercompany balances are eliminated in consolidation.

Certain items in the fiscal years 2023 and 2022 financial statements, including certain account groupings in the tax reconciliation disclosure, deferred tax disclosure, and the Consolidated Statements of Stockholders’ Equity, have been reclassified to conform to the fiscal 2024 presentation.

The Company’s fiscal year ends on the Friday closest to September 30.

The fiscal year ended on September 27, 2024 (“fiscal 2024”), the fiscal year ended on September 29, 2023 (“fiscal 2023”), and the fiscal year ended on September 30, 2022 (“fiscal 2022”), each consisted of 52 weeks.

The fiscal year ended on October 3, 2025 (“fiscal 2025”) consisted of 53 weeks.

The fiscal year ended on September 27, 2024 (“fiscal 2024”) and the fiscal year ended on September 29, 2023 (“fiscal 2023”) each consisted of 52 weeks.

Use of Estimates

5 unchanged sentences

Cash and Cash Equivalents

The Company invests excess cash in money market funds, U.S.

The Company invests excess cash in money market funds, municipal bonds, U.S.

Treasury and government securities, and corporate bonds and notes.

18 unchanged sentences

It recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.

The carrying value of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued liabilities approximates fair value due to the short-term maturities of these assets and liabilities.

Inventory is stated at the lower of cost or net realizable value on a first-in, first-out basis.

6 unchanged sentences

Leasehold improvements are depreciated over the lesser of the economic life or the life of the associated lease.

During fiscal 2024, the Company changed its accounting estimate for the expected useful lives of certain machinery and equipment.

The Company evaluated its current asset base and reassessed the estimated useful lives of certain machinery and equipment in connection with its recent usage of older equipment, including considering the technological and physical obsolescence of such machinery and equipment.

Based on its ability to re-use equipment across generations of process technologies and historical usage trends, the Company determined that the expected useful lives for certain machinery and equipment should be increased by up to two years to reflect more closely the estimated economic lives of those assets.

This change in estimate was applied prospectively effective during the first quarter of fiscal 2024 and resulted in a decrease in depreciation expense of $ 75.4 million during fiscal 2024.

This benefit decreased cost of goods sold by $ 25.8 million and decreased research and development expenses by $ 9.8 million during fiscal 2024, and decreased ending inventory by $ 39.8 million as of September 27, 2024.

As a result of this change in accounting estimate, net income increased by $ 35.6 million and diluted earnings per share increased by $ 0.22 during fiscal 2024.

The Company determines if an arrangement is a lease at its inception.

2 unchanged sentences

The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options.

To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index

or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time.

To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time.

Lease expense for these leases is recognized on a straight-line basis over the lease term.

4 unchanged sentences

Amortization is calculated based on the pattern of benefit to be recognized from the underlying asset over its estimated useful life.

Carrying values for long-lived assets and definite lived intangible assets are reviewed for possible impairment as circumstances warrant.

Carrying values for long-lived assets

and definite lived intangible assets are reviewed for possible impairment as circumstances warrant.

Factors considered important that could result in an impairment review include significant underperformance relative to expected, historical or projected future operating results, significant changes in the manner of use of assets or the Company’s business strategy, or significant negative industry or economic trends.

33 unchanged sentences

Stock rotation allows distributors limited levels of returns and is based on the distributor’s prior purchases.

Price protection represents price discounts granted to certain distributors and is based on negotiations on sales to end customers.

Price protection represents

price discounts granted to certain distributors and is based on negotiations on sales to end customers.

Variable consideration is estimated using the expected value method considering all reasonably available information, including the Company’s historical experience and its current expectations, and is reflected in the transaction price when sales are recorded.

27 unchanged sentences

Contract exit costs include contract termination fees and are recognized in the period in which the Company terminates the contract.

Costs associated with facility consolidation and closure is recorded to cost of goods sold at the estimated cost of settlement when the liability has been incurred.

Foreign Currencies

3 unchanged sentences

Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

This method also requires the recognition of future tax benefits such as net operating loss carry forwards, to the extent that realization of such benefits is more likely than not.

This method also requires

the recognition of future tax benefits such as net operating loss carry forwards, to the extent that realization of such benefits is more likely than not.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

20 unchanged sentences

The Company receives government assistance for qualifying capital investments, research and development, and other activities as defined by the relevant government entities awarding the incentive.

Incentives provided by government entities are

recognized when the Company has reasonable assurance that it will comply with the conditions of the incentive and the incentive will be received.

Incentives provided by government entities are recognized when the Company has reasonable assurance that it will comply with the conditions of the incentive and the incentive will be received.

The Company records capital-related incentives as a reduction to property, plant and equipment and recognizes a reduction to depreciation expense over the useful life of the corresponding asset.

3 unchanged sentences

semiconductor manufacturing that are placed in service after December 31, 2022.

As of September 27, 2024 and September 29, 2023, there were $ 6.2 million and $ 10.2 million , respectively, of receivables in other short-term assets with a corresponding reduction to the carrying amounts of the qualifying manufacturing assets.

During fiscal 2024 and fiscal 2023, cost of goods sold benefited by $ 1.2 million and $ 0.2 million, respectively, from the investment tax credit, recognized as a reduction of depreciation expense.

The Company recognized an immaterial benefit in the Consolidated Statements of Operations in fiscal 2024, fiscal 2023, and fiscal 2022 for grants related to operating activities.

Recently Issued Accounting Pronouncements

The impact to the Company’s consolidated financial statements related to the CHIPS and Science Act was not material during fiscal 2025, fiscal 2024, or fiscal 2023.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

2 unchanged sentences

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and related disclosures.

The Company adopted ASU 2023-07 during the fourth quarter of fiscal 2025.

Refer to Note 14 for additional information.

The adoption of ASU 2023-07 did not have a significant impact on the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

3 unchanged sentences

The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”).

ASU 2024-03 requires disaggregated disclosure of certain expense captions into specified categories in the notes to financial statements on an annual and interim basis.

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 permitted.

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

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”).

ASU 2025-06 makes targeted improvements that clarify and modernize the accounting for costs related to internal-use software.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, on either a prospective, retrospective, or modified basis.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.

MARKETABLE SECURITIES

1 unchanged sentence

Current Noncurrent

September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Treasury and government securities $ 112.4 $ 39.0 $ 14.2 $ 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 September 27, 2024, or September 29, 2023.

Neither gross unrealized gains and losses nor realized gains and losses were material as of October 3, 2025, or September 27, 2024.

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

2 unchanged sentences

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

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Fair Value Measurements Fair Value Measurements

4 unchanged sentences

Total assets at fair value $ 1,388.4 $ 1,229.4 $ 159.0 $ — $ 1,574.1 $ 1,235.6 $ 338.5 $ —

(1) Cash equivalents included in Levels 1 and 2 consist of money market funds, corporate bonds and notes, and U.S.

(1) Cash equivalents included in Levels 1 and 2 consist of money market funds, municipal bonds, corporate bonds and notes, and U.S.

Treasury and government securities purchased with less than ninety days until maturity.

1 unchanged sentence

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.

During fiscal 2024, the Company recorded impairment charges of $ 147.9 million primarily related to the abandonment or delay of previously capitalized in-process research and development (“IPR&D”) projects recorded within impairment, restructuring, and other charges.

During fiscal 2023, the Company recorded impairment charges of $ 64.5 million primarily due to reduced overall market demand related to long-term supply capacity deposits of $ 47.5 million recorded within cost of goods sold and a loss on divested assets of $ 12.3 million recorded within impairment, restructuring, and other charges.

During fiscal 2022, the Company recorded impairment charges of $ 20.7 million primarily related to the abandonment of two previously capitalized IPR&D projects recorded within impairment, restructuring, and other charges.

There were no indicators of impairment identified during fiscal 2025.

Fair Value of Debt

2 unchanged sentences

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

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

3 unchanged sentences

Inventory consists of the following (in millions):

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Raw materials $ 44.8 $ 30.3

4 unchanged sentences

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

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Land and improvements $ 11.9 $ 11.9

7 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

The Company’s goodwill balance was $ 2,176.7 million as of each of September 27, 2024, and September 29, 2023.

The Company’s goodwill balance was $ 2,176.7 million as of each of October 3, 2025, and September 27, 2024.

In fiscal 2025, the Company performed an impairment test of its goodwill and its indefinite-lived intangible assets as of the first day of the fourth fiscal quarter in accordance with its regularly scheduled testing.

The results of these tests indicated that the Company’s goodwill was not impaired.

Refer to Note 4 for a discussion of IPR&D impairments of $ 146.7 million and $ 20.7 million in fiscal 2024 and fiscal 2022, respectively.

There was no IPR&D impairment in fiscal 2023.

There were no indicators of IPR&D impairment noted in fiscal 2025 and fiscal 2023.

Refer to Note 4 for a discussion of IPR&D impairments of $ 146.7 million in fiscal 2024.

Intangible assets consist of the following (in millions):

Period (Years) September 27, 2024 September 29, 2023

Period (Years) October 3, 2025 September 27, 2024

Developed technology and other 6.4 $ 1,396.5 $ ( 678.5 ) $ 718.0 $ 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.

During fiscal 2025, $ 32.6 million of IPR&D assets were transferred to definite-lived intangible assets and are being amortized over their useful lives of 8 years.

During fiscal 2024, $ 89.1 million of IPR&D assets were transferred to definite-lived intangible assets, of which $ 33.4 million is being amortized over their useful lives of 12 years and $ 55.7 million is being amortized over their useful lives of 8 years.

Amortization expense related to definite-lived intangible assets was $ 186.5 million, $ 225.9 million, and $ 288.4 million during fiscal 2024, fiscal 2023, and fiscal 2022, respectively, primarily recorded within cost of goods sold.

Amortization expense related to definite-lived intangible assets was

$ 184.3 million, $ 186.5 million, and $ 225.9 million during fiscal 2025, fiscal 2024, and fiscal 2023, 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):

3 unchanged sentences

Fiscal Years Ended

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

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

United States $ 133.5 $ 1.9 $ 484.9

3 unchanged sentences

Fiscal Years Ended

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

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

Current tax expense:

12 unchanged sentences

Fiscal Years Ended

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

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

Tax expense at United States statutory rate $ 110.6 $ 133.6 $ 226.5

7 unchanged sentences

15.8 10.6 10.9

Remeasurement of concessionary tax rate 19.0 — —

Other, net 2.6 18.4 4.5

1 unchanged sentence

The Company operated in foreign jurisdictions with income tax rates lower than the United States tax rate of 21.0 % for fiscal 2025, fiscal 2024, and fiscal 2023.

The Company had accrued $ 46.1 million and $ 57.0 million of the deemed repatriation tax in short-term and long-term liabilities within the Consolidated Balance Sheets, respectively, as of September 27, 2024.

The Company had accrued $ 56.3 million of the deemed repatriation tax in short-term liabilities within the Consolidated Balance Sheets as of October 3, 2025.

The remaining repatriation tax is payable over the next two years.

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 Company operates under a tax holiday in Singapore, which is effective through September 30, 2030 .

The current tax holiday is conditioned upon the Company’s compliance with certain conditions, including employment and investment thresholds in Singapore.

The impact of the tax holiday decreased Singapore taxes owed by $ 6.6 million, $ 67.7 million, and $ 66.0 million during fiscal 2025, fiscal 2024, and fiscal 2023, respectively, which resulted in tax benefits of $ 0.04 , $ 0.42 , and $ 0.41 of diluted earnings per share, respectively.

These tax benefits were partially offset by an increase in tax expense on GILTI.

The decrease in tax benefits during fiscal 2025 was due to an increase in the concessionary tax rate.

Deferred income tax assets and liabilities consist of the tax effects of temporary differences related to the following (in millions):

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Deferred tax assets:

4 unchanged sentences

Net operating loss carry forwards 6.4 6.4

Operating leases 46.1 45.6

Lease liabilities 48.9 46.1

R&D capitalization 257.6 170.4

6 unchanged sentences

Property, plant, and equipment ( 48.0 ) ( 22.5 )

Operating leases ( 47.0 ) ( 44.3 )

Right of use assets ( 50.1 ) ( 47.0 )

Net deferred tax liabilities ( 98.1 ) ( 69.5 )

1 unchanged sentence

The deferred tax assets and liabilities based on tax jurisdictions are presented on our Consolidated Balance Sheets as follows (in millions):

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Deferred tax assets $ 375.6 $ 303.5

2 unchanged sentences

In accordance with GAAP, management has determined that it is more likely than not that a portion of the Company’s historic and current year income tax benefits will not be realized.

As of September 27, 2024, the Company has a valuation allowance of $ 174.1 million.

As of October 3, 2025, the Company has a valuation allowance of $ 186.8 million.

This valuation allowance is comprised of $ 170.2 million related to United States federal and state tax attributes and $ 16.6 million related to foreign deferred tax assets.

The United States tax credits relate primarily to California research tax

credits that can be carried forward indefinitely, for which the Company has provided a full valuation allowance.

The United States tax credits relate primarily to California research tax credits that can be carried forward indefinitely, for which the Company has provided a full valuation allowance.

The Company does not anticipate sufficient taxable income or tax liability to utilize the United States and foreign credits.

If these benefits are recognized in a future period, the valuation allowance on deferred tax assets will be reversed and up to a $ 186.8 million income tax benefit may be recognized.

The Company will need to generate $ 1.2 billion of future United States federal taxable income to utilize its United States deferred tax assets, net of deferred tax liabilities and excluding state deferred tax assets with a full valuation allowance, as of September 27, 2024.

The Company will need to generate $ 1.6 billion of future United States federal taxable income to utilize its United States deferred tax assets, net of deferred tax liabilities and excluding state deferred tax assets with a full valuation allowance, as of October 3, 2025.

The Company believes that future reversals of taxable temporary differences, and its forecast of continued earnings in its domestic and foreign jurisdictions, support its decision to not record a valuation allowance on other deferred tax assets.

The Company will continue to assess its valuation allowance in future periods.

The net valuation allowance increased by $ 9.9 million in fiscal 2024 primarily related to increases in state tax credit carryforwards.

The net valuation allowance increased by $ 12.7 million in fiscal 2025 primarily related to increases in state tax credit carryforwards and foreign tax attributes.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions):

4 unchanged sentences

Increases based on positions related to current year 8.7

Decreases based on positions related to current year ( 0.3 )

Decreases based on expirations of statute of limitations ( 5.7 )

Decreases based on settlements with taxing authorities ( 1.9 )

Balance at September 27, 2024

Of the total unrecognized tax benefits at September 27, 2024, $ 47.3 million would impact the effective tax rate, if recognized.

Balance at October 3, 2025

Of the total unrecognized tax benefits at October 3, 2025, $ 47.7 million would impact the effective tax rate, if recognized.

The remaining unrecognized tax benefits would not impact the effective tax rate, if recognized, due to the Company’s valuation allowance on certain tax attributes.

2 unchanged sentences

During fiscal 2025, fiscal 2024, and fiscal 2023, the Company recognized $ 2.5 million, $ 5.5 million, and $ 2.9 million, respectively, of interest or penalties related to unrecognized tax benefits.

Accrued interest and penalties of $ 11.7 million and $ 6.2 million related to uncertain tax positions have been included in long-term tax liabilities within the Consolidated Balance Sheets as of September 27, 2024, and September 29, 2023, respectively.

Accrued interest and penalties of $ 9.9 million and $ 11.7 million related to uncertain tax positions have been included in long-term tax liabilities within the Consolidated Balance Sheets as of October 3, 2025, and September 27, 2024, respectively.

During fiscal 2023, the Company concluded an Internal Revenue Service examination of its federal income tax returns for the fiscal year ended September 28, 2018 (“fiscal 2018”) and the fiscal year ended September 27, 2019 (“fiscal 2019”).

The Company agreed to various adjustments to fiscal 2018 and fiscal 2019 tax returns that resulted in the recognition of net tax expense of $ 1.6 million during fiscal 2023.

The Company’s major tax jurisdictions as of September 27, 2024 are the United States, California, Canada, Mexico, Japan, and Singapore.

The Company’s major tax jurisdictions as of October 3, 2025 are the United States, California, Canada, Mexico, Japan, and Singapore.

For the United States, the Company has open tax years dating back to fiscal 2022 .

7 unchanged sentences

government enacted the Inflation Reduction Act, which imposes a corporate alternative minimum tax (“CAMT”) of 15% on corporations with three-year average annual adjusted financial statement income exceeding $1.0 billion.

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

CAMT had no impact to the Company’s consolidated financial statements for fiscal 2024.

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

CAMT had zero impact to the Company’s consolidated financial statements during fiscal 2025 and fiscal 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 was effective for the Company beginning in fiscal 2025.

Pillar Two did not have a material impact on the Company's consolidated financial statements during fiscal 2025.

In July 2025, the U.S.

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

The OBBBA contains numerous provisions, including the permanent extension or restoration of certain expiring corporate income tax provisions, originally introduced by the Tax Cuts and Jobs Act of 2017, and incremental modifications to the international tax framework.

The OBBBA did not have a material impact on the Company's consolidated financial statements during fiscal 2025.

STOCKHOLDERS’ EQUITY

At September 27, 2024, the Company is authorized to issue 525.0 million shares of common stock, par value $ 0.25 per share, of which 159.9 million shares are issued and outstanding.

At October 3, 2025, the Company is authorized to issue 525.0 million shares of common stock, par value $ 0.25 per share, of which 148.7 million shares are issued and outstanding.

Holders of the Company’s common stock are entitled to dividends in the event declared by the Company’s Board of Directors out of funds legally available for such purpose.

7 unchanged sentences

The designation, powers, preferences, rights and qualifications, limitations, and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to such series, which will specify the terms of the preferred stock.

At September 27, 2024, the Company had no shares of preferred stock issued or outstanding.

At October 3, 2025, the Company had no shares of preferred stock issued or outstanding.

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 is 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.

The January 31, 2023 stock repurchase program succeeds in its entirety the stock repurchase program approved by the Board of Directors on January 26, 2021 (“January 26, 2021 stock repurchase program”).

The timing and amount of any shares of the Company’s common stock that are repurchased under the January 31, 2023 stock repurchase program will be determined by the Company’s management based on its evaluation of market conditions and other factors.

The January 31, 2023 stock repurchase program may be suspended or discontinued at any time.

The Company currently expects to fund the January 31, 2023 stock repurchase program using the Company’s working capital.

During fiscal 2024, the Company paid $ 77.4 million (including commissions and excise tax, as applicable) in connection with the repurchase of 0.8 million shares of its common stock (paying an average price of $ 101.33 per share), all of which shares were repurchased pursuant to the January 31, 2023 stock repurchase program.

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

During fiscal 2023, the Company paid $ 175.3 million (including commissions) in connection with the repurchase of 1.9 million shares of its common stock (paying an average price of $ 90.60 per share), all of which shares were repurchased pursuant to the January 26, 2021 stock repurchase program.

During fiscal 2022, the Company paid $ 886.8 million (including commissions) in connection with the repurchase of 6.5 million shares of its common stock (paying an average price of $ 136.32 per share), all of which shares were repurchased pursuant to the January 26, 2021 stock repurchase program.

On November 12, 2024 , 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 December 24, 2024 , to the Company’s stockholders of record as of the close of business on December 3, 2024 .

On February 4, 2025, the Board of Directors approved a 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 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.

The February 4, 2025 stock repurchase program may be suspended or discontinued at any time.

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

During fiscal 2025, the Company repurchased 12.7 million shares of its common stock for $ 837.6 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 October 3, 2025, approximately $ 1.2 billion remained available under the February 4, 2025 stock repurchase program.

During fiscal 2024, the Company repurchased 0.8 million shares of its common stock for $ 77.4 million (including commissions and excise tax, as applicable), all of which shares were repurchased pursuant to the January 31, 2023 stock repurchase program.

During fiscal 2023, the Company repurchased 1.9 million shares of its common stock for $ 175.3 million (including commissions), all of which shares were repurchased pursuant to the January 26, 2021 stock repurchase program.

On October 28, 2025 , the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $ 0.71 per share.

This dividend is payable on December 9, 2025 , to the Company’s stockholders of record as of the close of business on November 18, 2025 .

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

1 unchanged sentence

Fiscal Years Ended

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Per Share Total Amount Per Share Total Amount

5 unchanged sentences

Employee Stock Benefit Plans

As of September 27, 2024, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

As of October 3, 2025, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

• the 2002 Employee Stock Purchase Plan, as Amended

3 unchanged sentences

Except for the Non-Qualified Employee Stock Purchase Plan, as Amended, each of the foregoing equity compensation plans was approved by the Company’s stockholders.

As of September 27, 2024, a total of 45.4 million shares are authorized for grant under the Company’s share-based compensation plans.

The number of common shares reserved for future awards to employees and directors under these plans was 14.7 million at September 27, 2024.

As of October 3, 2025, a total of 45.4 million shares are authorized for grant under the Company’s share-based compensation plans.

The number of common shares reserved for future awards to employees and directors under these plans was 11.1 million at October 3, 2025.

The Company currently grants new equity awards to employees under the Second Amended and Restated 2015 Long-Term Incentive Plan and to non-employee directors under the Amended and Restarted 2008 Director Long-Term Incentive Plan, as Amended.

3 unchanged sentences

Under the plan, up to 30.5 million shares have been authorized for grant.

A total of 11.6 million shares were available for new grants as of September 27, 2024.

A total of 8.5 million shares were available for new grants as of October 3, 2025.

The maximum contractual term of options under the plan is seven years from the date of grant.

7 unchanged sentences

Under the plan a total of 1.5 million shares have been authorized for grant.

A total of 0.5 million shares were available for new grants as of September 27, 2024.

A total of 0.5 million shares were available for new grants as of October 3, 2025.

The maximum contractual term of options granted under the plan is ten years from the date of grant.

7 unchanged sentences

Shares of common stock purchased under these plans during fiscal 2025, fiscal 2024, and fiscal 2023, were 0.5 million, 0.4 million, and 0.3 million, respectively.

At September 27, 2024, there were 2.6 million shares available for purchase.

At October 3, 2025, there were 2.1 million shares available for purchase.

The Company recognized compensation expense of $ 11.6 million, $ 10.1 million, and $ 10.9 million during fiscal 2025, fiscal 2024, and fiscal 2023, respectively, related to the employee stock purchase plan.

The unrecognized compensation expense on the employee

stock purchase plan at September 27, 2024, was $ 4.4 million.

The unrecognized compensation expense on the employee stock

purchase plan at October 3, 2025, was $ 5.2 million.

The weighted average period over which the cost is expected to be recognized is approximately four months .

8 unchanged sentences

Canceled/forfeited ( 0.8 ) $ 106.38

Non-vested awards outstanding at September 27, 2024

Non-vested awards outstanding at October 3, 2025

(1) Includes performance stock awards granted and earned assuming target performance under the underlying performance metrics.

2 unchanged sentences

Fiscal Years Ended

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

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

Awards $ 128.1 $ 111.8 $ 111.9

Valuation and Expense Information

The following table summarizes pre-tax share-based compensation expense by financial statement line item and related tax benefit (in millions):

The following table summarizes pre-tax share-based compensation expense by financial statement line item and related tax expense (in millions):

Fiscal Years Ended

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

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

Cost of goods sold $ 29.5 $ 32.0 $ 20.7

1 unchanged sentence

Selling, general, and administrative 63.5 62.8 69.6

Restructuring, impairment, and other charges 12.5 — —

Total share-based compensation $ 232.4 $ 180.3 $ 185.1

Share-based compensation tax expense (benefit)

Share-based compensation tax expense

$ 5.6 $ 18.9 $ 9.1

Capitalized share-based compensation expense at period end $ 21.7 $ 10.1 $ 14.5

The following table summarizes total compensation costs related to unvested share-based awards not yet recognized and the weighted-average period over which it is expected to be recognized as of September 27, 2024:

Unrecognized Compensation Cost for Unvested Awards

5 unchanged sentences

Fiscal Year Ended

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

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

Volatility of common stock 38.76 % 37.36 % 45.71 %

9 unchanged sentences

Fiscal Year Ended

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

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

Operating cash outflows from operating leases $ 38.3 $ 35.4 $ 34.0

1 unchanged sentence

Operating leases are classified as follows (in millions):

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Other current liabilities $ 36.8 $ 20.2

2 unchanged sentences

Maturities of lease liabilities under operating leases by fiscal year are as follows (in millions):

September 27, 2024

October 3, 2025

Thereafter 89.8

5 unchanged sentences

Weighted-average remaining lease term and discount rate related to operating leases are as follows:

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Weighted-average remaining lease term (in years) 10.6 11.9

2 unchanged sentences

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.

4 unchanged sentences

The Company monitors the status of legal proceedings and other contingencies on an ongoing basis to assess whether loss contingencies should be recognized and disclosed in its financial statements and footnotes.

The Company does not believe there are any pending legal proceedings that are reasonably possible to result in a material loss.

The Company is engaged in various legal actions in the normal course of business and, while there can be no assurances, the Company believes the outcome of all pending litigation involving the Company will not have, individually or in the aggregate, a material adverse effect on its business or financial statements.

Other than as described below, the Company does not believe there are any pending legal proceedings that are at least reasonably possible to result in a material loss.

On June 20, 2025, Denso Corporation filed patent infringement litigation against the Company in the U.S.

(United States District Court for the Central District of California) and Japan (Civil Division of the Osaka District Court).

Denso alleges that the Company has and is willfully infringing Denso’s U.S.

patent (7,758,979) and Japan patent (JP5190841), each relating to piezoelectric thin film.

Denso is seeking monetary damages, including enhanced damages, interest, fees and costs, and injunctive relief.

While the Company is unable to determine the ultimate outcome of these suits, the Company believes it has substantial defenses and intends to vigorously oppose the suits.

In addition to the above matter, the Company is engaged in various legal actions in the normal course of business and, while there can be no assurances, the Company believes the outcome of such pending legal actions will not have, individually or in the aggregate, a material adverse effect on its business or financial statements.

The Company’s aggregate accrual for legal contingencies was not material as of October 3, 2025 and September 27, 2024, respectively.

Purchase Commitments

The Company purchases materials primarily pursuant to individual purchase orders, some of which have underlying master purchase agreements.

Some of these purchase commitments are cancellable, and some are non-cancelable, depending on the terms with each individual supplier.

Some of these purchase commitments are cancelable, and some are non-cancelable, depending on the terms with each individual supplier.

In the event of cancellation, the Company may be required to pay costs incurred through the date of cancellation or other fees.

When cancellation would result in incurring costs or other fees, the Company has historically sought to negotiate amended terms to the original agreements and orders to limit its exposure.

When cancellation would result in incurring costs or other fees, the Company has historically sought to negotiate amended terms to the original agreements and orders to limit such exposure.

As such, the Company believes that purchase commitments as of any particular date may not be a reliable indicator of future liabilities.

2 unchanged sentences

During fiscal 2023, the Company recorded impairment charges of $ 47.5 million within cost of goods sold due to reduced overall market demand related to long-term supply capacity deposits.

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 September 29, 2023, the deposits and prepayments under the long-term capacity reservation agreements were $ 41.7 million and $ 1.3 million, respectively, recorded within other current assets and $ 16.0 million of prepayments recorded within other long-term assets.

As of October 3, 2025, deposits and prepayments under the long-term capacity reservation agreements were $ 26.4 million, with $ 7.7 million recorded within other current assets and $ 18.7 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.

GUARANTEES AND INDEMNITIES

10 unchanged sentences

Fiscal Years Ended

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

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

Net income $ 477.1 $ 596.0 $ 982.8

14 unchanged sentences

The results of operations provided to and analyzed by the CODM are at the consolidated level and accordingly, key resource decisions and assessment of performance are performed at the consolidated level.

Specifically, the CODM uses net income that is reported on the Consolidated Statement of Operations and cash provided by operating activities as reported in the Consolidated Statements of Cash Flows to evaluate overall profitability and guide decisions regarding reinvestment in operations, shareholder returns, and other strategic initiatives.

Significant expense categories regularly provided to and reviewed by the CODM are presented in the Company’s consolidated financial statements.

The Company assesses its determination of operating segments at least annually.

Disaggregation of Revenue and Geographic Information

The Company presents net revenue by geographic area, based upon the location of the OEMs’ headquarters, and by sales channel, as it believes that doing so best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The Company presents net revenue by geographic area, based upon the location of the original equipment manufacturers’ (“OEMs”) headquarters, and by sales channel, as it believes that doing so best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Individually insignificant OEMs are presented based upon the location of the Company’s direct customer, which is typically a distributor.

1 unchanged sentence

Fiscal Years Ended

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

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

United States $ 3,157.1 $ 3,202.2 $ 3,603.9

7 unchanged sentences

Fiscal Years Ended

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

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

Distributors $ 3,525.6 $ 3,622.6 $ 4,235.7

4 unchanged sentences

Property, plant, and equipment, net based on the physical locations within the indicated geographic areas are as follows (in millions):

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Japan $ 461.0 $ 526.1

Singapore 250.2 307.5

Mexico 264.0 244.2

United States 226.8 234.7

Singapore 215.0 250.2

Rest of world 27.8 25.1

5 unchanged sentences

During fiscal 2025, fiscal 2024, and fiscal 2023, Apple, through sales to multiple distributors, contract manufacturers, and direct sales for multiple applications including smartphones, tablets, desktop, and notebook computers, watches and other devices, in the aggregate accounted for 67 %, 69 %, and 66 % of the Company’s net revenue, respectively.

The Company’s three largest accounts receivable balances comprised 80 % and 83 % of aggregate gross accounts receivable as of September 27, 2024 and September 29, 2023, respectively.

The Company’s three largest accounts receivable balances comprised 82 % and 80 % of aggregate gross accounts receivable as of October 3, 2025 and September 27, 2024, respectively.

SUPPLEMENTAL FINANCIAL INFORMATION

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

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Prepaid expenses $ 201.0 $ 234.8

2 unchanged sentences

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

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Accrued customer liabilities $ 202.8 $ 192.2

5 unchanged sentences

Effective Interest Rate As of

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

1.80% Senior Notes due 2026 1.97 % $ 500.0 $ 500.0

3.00% Senior Notes due 2031 3.13 % 500.0 500.0

Term Loans due 2024 (1)

Unamortized debt discount and issuance costs ( 4.2 ) ( 5.7 )

3 unchanged sentences

$ 496.4 $ 994.3

(1) In fiscal 2023, the effective interest rate of the Terms Loans due in 2024 was 6.37 %.

On May 26, 2021, the Company issued $ 500.0 million of its 0.90 % Senior Notes due 2023 (the “2023 Notes”), $ 500.0 million of its 1.80 % Senior Notes due 2026 (the “2026 Notes”), and $ 500.0 million of its 3.00 % Senior Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes, the “Notes”).

5 unchanged sentences

If the Company undergoes a change of control repurchase event, as defined in the indenture governing the Notes (as supplemented, the “Indenture”), holders may require the Company to repurchase the Notes in whole or in part for cash at a price equal to 101 % of the principal amount of the Notes to be purchased, plus any accrued and unpaid interest.

As of September 27, 2024, the Company considered the likelihood of acceleration related to the 2026 and 2031 Notes and recorded the Notes as long-term debt.

As of October 3, 2025, the Company considered the likelihood of acceleration related to the 2026 Notes and the 2031 Notes and recorded the Notes as short-term debt and long-term debt, respectively.

The Notes are recorded net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings.

The Indenture contains customary events of default, including failure to make required payments of principal and interest, certain events of bankruptcy and insolvency, and default in the performance or breach of any covenant or warranty contained in the Indenture or the Notes.

As of September 27, 2024, the Company was in compliance with all debt covenants under the Senior Notes.

As of October 3, 2025, the Company was in compliance with all debt covenants under the Senior Notes.

Term Credit Agreement

2 unchanged sentences

and to pay fees and expenses incurred in connection therewith.

During fiscal 2024, fiscal 2023, and fiscal 2022, the Company repaid $ 300.0 million, $ 400.0 million, and $ 50.0 million, respectively, of outstanding borrowings under the Term Loans.

During fiscal 2024 and fiscal 2023, the Company repaid $ 300.0 million, and $ 400.0 million, respectively, of outstanding borrowings under the Term Loans.

The Term Credit Agreement expired on July 26, 2024.

6 unchanged sentences

The Revolving Credit Agreement contains customary representations and warranties and covenants, including restrictions on the incurrence of indebtedness by non-guarantor subsidiaries and the creation of liens, and a financial covenant consisting of a limitation on leverage, defined as consolidated total indebtedness divided by consolidated earnings before interest, taxes, depreciation, and amortization for the period of four consecutive quarters not to exceed a ratio of 3.0 to 1.0.

As of September 27, 2024, there were no borrowings outstanding and the Company was in compliance with all debt covenants under the Revolver.

As of October 3, 2025, there were no borrowings outstanding and the Company was in compliance with all debt covenants under the Revolver.

SUBSEQUENT EVENT

Merger Agreement with Qorvo

On October 27, 2025, Skyworks and Qorvo announced that the companies entered into the Merger Agreement to combine the two companies in a cash-and-stock transaction.

Under the terms of this agreement, Qorvo shareholders will receive 0.960 of a share of Skyworks common stock and $ 32.50 per share in cash upon the completion of the transaction, representing a combined company enterprise value of approximately $ 22.0 billion based on market close on October 27, 2025.

The transaction is currently expected to close early in calendar year 2027, subject to receipt of regulatory approvals, certain approvals of Qorvo and Skyworks shareholders, and satisfaction of other customary closing conditions.

The Merger Agreement contains certain termination rights for each of Skyworks and Qorvo.

Under specified circumstances, including termination by a party to accept a superior proposal or termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, each of Qorvo and Skyworks will be required to pay the other party a termination fee of $ 298.7 million, as more fully described in the Merger Agreement.

Alternatively, under certain specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities, Skyworks will be required to pay Qorvo a termination fee of $ 100.0 million, as more fully described in the Merger Agreement.

In connection with the execution of the Merger Agreement, we entered into a commitment letter on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, up to $ 3,050.0 million of senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data