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What changed in Skyworks Solutions's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Skyworks Solutions's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+272 added−172 removedSource: 10-K (2025-11-07) vs 10-K (2024-11-15)

Top changes in Skyworks Solutions's 2025 10-K

272 paragraphs added · 172 removed · 160 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIn addition, we own a number of trademarks and service marks applicable to certain of our products and services. We believe that our intellectual property, including patents, patent applications, trade secrets, and trademarks, is of material importance to our business.
Biggest changeIntellectual Property and Proprietary Rights We own or have a license to use numerous United States and foreign patents and patent applications related to our products and our manufacturing operations and processes. In addition, we own a number of trademarks and service marks applicable to certain of our products and services.
Our Product Portfolio Our extensive product portfolio includes: • Amplifiers: the modules that strengthen the signal so that it has sufficient energy to reach a base station • Antenna Tuners: aperture and impedance tuning products that improve antenna performance across frequencies • Attenuators: circuits that allow a known source of power to be reduced by a predetermined factor (usually expressed as decibels) • Automotive Tuners and Digital Radios: tuners, data receivers, and digital radio coprocessors used in automotive infotainment systems • Wireless ASoC: an intelligent 2.4 GHz and 5GHz wireless radio integrated circuit that includes all the analog and digital functions optimized for building cognitive wireless audio headsets, headphones, and wireless speaker systems • DC/DC Converters: an electronic circuit which converts a source of direct current from one voltage level to another • Demodulators: a device or an RF block used in receivers to extract the information that has been modulated onto a carrier or from the carrier itself • Detectors: devices used to measure and control RF power in wireless systems • Digital Power Isolators: energy efficient solutions used in industrial control, solar inverters and hybrid/electric automotive drive trains • Diodes: semiconductor devices that pass current in one direction only • Directional Couplers: transmission coupling devices for separately sampling the forward or backward wave in a transmission line • Diversity Receive Modules: devices used to improve receiver sensitivity in high data rate applications • Filters: devices for recovering and separating mixed and modulated data in RF stages, including SAW, TC-SAW, and BAW filters • Front-end Modules: two or more functions co-packaged to optimize the performance, cost, and application suitability in products, including intermediate or radio frequency signal paths • Hybrid: a type of directional coupler used in radio and telecommunications • LED Drivers: devices which regulate the current through a light-emitting diode or string of diodes for the purpose of creating light • Low-Noise Amplifiers: devices used to reduce system noise figure in the receive chain • Mixers: devices that enable signals to be converted to a higher or lower frequency signal and thereby allowing the signals to be processed more effectively • Modulators: devices that take a baseband input signal and output a radio frequency modulated signal • Optocouplers/Optoisolators: semiconductor devices that allow signals to be transferred between circuits or systems while ensuring that the circuits or systems are electrically isolated from each other • Phase Locked Loops: closed-loop feedback control system that maintains a generated signal in a fixed phase relationship to a reference signal • Phase Shifters: designed for use in power amplifier distortion compensation circuits in base station applications 8 Table of Contents • Power Dividers/Combiners: utilized to equally split signals into in-phase signals as often found in balanced signal chains and local oscillator distribution networks • Power over Ethernet: enables both data and power to be sent over standard ethernet cable. • Power Isolators: digital, analog isolators, and isolated gate drivers used in industrial control, solar inverters, hybrid/electric automotive systems and charging stations • ProSLIC ® family of subscriber line interface circuits: provides complete analog telephone interfaces for premise equipment and enterprise • Receivers: electronic devices that change a radio signal from a transmitter into useful information (including broadcast receivers) • System In Package: complete system in a package, including modem, RF front-end, filtering, matching, timing generation – typically, fully certified by regulatory bodies, industry bodies and multi-service operators • Switches: components that perform the change between the transmit and receive function, as well as the band function for cellular handsets • Synthesizers: devices that provide ultra-fine frequency resolution, fast switching speed, and low phase-noise performance • Timing Devices: clock generators, oscillators, jitter attenuators, and buffers used in optical networking, data center, wireless base stations, industrial, and automotive applications • Voltage Controlled Oscillators/Synthesizers: fully integrated, high performance signal source for high dynamic range transceivers • Voltage Regulators: generate a fixed level which ideally remains constant over varying input voltage or load conditions We believe we possess broad technology capabilities and one of the most complete wireless communications product portfolios in the industry.
Our Product Portfolio Our extensive product portfolio includes: • Amplifiers: the modules that strengthen the signal so that it has sufficient energy to reach a base station • Antenna Tuners: aperture and impedance tuning products that improve antenna performance across frequencies • Attenuators: circuits that allow a known source of power to be reduced by a predetermined factor (usually expressed as decibels) • Automotive Tuners and Digital Radios: tuners, data receivers, and digital radio coprocessors used in automotive infotainment systems • Wireless ASoC: an intelligent 2.4 GHz and 5GHz wireless radio integrated circuit that includes all the analog and digital functions optimized for building cognitive wireless audio headsets, headphones, and wireless speaker systems • DC/DC Converters: an electronic circuit which converts a source of direct current from one voltage level to another • Demodulators: a device or an RF block used in receivers to extract the information that has been modulated onto a carrier or from the carrier itself • Detectors: devices used to measure and control RF power in wireless systems • Digital Power Isolators: energy efficient solutions used in industrial control, solar inverters and hybrid/electric automotive drive trains • Diodes: semiconductor devices that pass current in one direction only • Directional Couplers: transmission coupling devices for separately sampling the forward or backward wave in a transmission line • Diversity Receive Modules: devices used to improve receiver sensitivity in high data rate applications • Filters: devices for recovering and separating mixed and modulated data in RF stages, including SAW, TC-SAW, and BAW filters • Front-end Modules: two or more functions co-packaged to optimize the performance, cost, and application suitability in products, including intermediate or radio frequency signal paths • Hybrid: a type of directional coupler used in radio and telecommunications • LED Drivers: devices which regulate the current through a light-emitting diode or string of diodes for the purpose of creating light • Low-Noise Amplifiers: devices used to reduce system noise figure in the receive chain • Mixers: devices that enable signals to be converted to a higher or lower frequency signal and thereby allowing the signals to be processed more effectively • Modulators: devices that take a baseband input signal and output a radio frequency modulated signal • Optocouplers/Optoisolators: semiconductor devices that allow signals to be transferred between circuits or systems while ensuring that the circuits or systems are electrically isolated from each other 8 Table of Contents • Phase Locked Loops: closed-loop feedback control system that maintains a generated signal in a fixed phase relationship to a reference signal • Phase Shifters: designed for use in power amplifier distortion compensation circuits in base station applications • Power Dividers/Combiners: utilized to equally split signals into in-phase signals as often found in balanced signal chains and local oscillator distribution networks • Power over Ethernet: enables both data and power to be sent over standard ethernet cable. • Power Isolators: digital, analog isolators, and isolated gate drivers used in industrial control, solar inverters, hybrid/electric automotive systems and charging stations • ProSLIC ® family of subscriber line interface circuits: provides complete analog telephone interfaces for premise equipment and enterprise • Receivers: electronic devices that change a radio signal from a transmitter into useful information (including broadcast receivers) • System In Package: complete system in a package, including modem, RF front-end, filtering, matching, timing generation – typically, fully certified by regulatory bodies, industry bodies and multi-service operators • Switches: components that perform the change between the transmit and receive function, as well as the band function for cellular handsets • Synthesizers: devices that provide ultra-fine frequency resolution, fast switching speed, and low phase-noise performance • Timing Devices: clock generators, oscillators, jitter attenuators, and buffers used in optical networking, data center, wireless base stations, industrial, and automotive applications • Voltage Controlled Oscillators/Synthesizers: fully integrated, high performance signal source for high dynamic range transceivers • Voltage Regulators: generate a fixed level which ideally remains constant over varying input voltage or load conditions We believe we possess broad technology capabilities and one of the most complete wireless communications product portfolios in the industry.
The cancellation or deferral of product orders, the return of previously sold products, or overproduction due to a change in anticipated order volume could result in a reduction in revenue and us holding 10 Table of Contents excess or obsolete inventory, which could result in inventory write-downs and, in turn, could have a material adverse effect on our financial condition.
The cancellation or deferral of product orders, the return of previously sold 10 Table of Contents products, or overproduction due to a change in anticipated order volume could result in a reduction in revenue and us holding excess or obsolete inventory, which could result in inventory write-downs and, in turn, could have a material adverse effect on our financial condition.
Additionally, Wi-Fi ® 7, the next generation of Wi-Fi ® technology, complements 5G by providing high-speed wireless connectivity in local environments. Faster data rates and improved efficiency cater to the growing number of devices reliant on wireless networks. We believe AI can be a catalyst for more efficient and effective wireless communications.
Additionally, Wi-Fi ® 8, the next generation of Wi-Fi ® technology, complements 5G by providing high-speed wireless connectivity in local environments. Faster data rates and improved efficiency cater to the growing number of devices reliant on wireless networks. We believe AI can be a catalyst for more efficient and effective wireless communications.
With the increasing adoption of 5G and the opportunity to enable more applications, we are growing our business beyond mobile devices (where we support leading top-tier manufacturers, including the leading smartphone suppliers and key baseband vendors) into additional high-performance analog markets, including automotive, home and factory automation, data center, solar, wireless infrastructure, aerospace and defense, medical, smart energy, and wireless networking.
With the increasing adoption of 5G and the opportunity to enable more applications, we are growing our business beyond mobile devices (where we support leading top-tier manufacturers, including the leading smartphone suppliers and key baseband vendors) into additional high-performance analog markets, including automotive, home and factory automation, data center, solar, wireless infrastructure, aerospace and defense, medical, smart energy, and wireless 7 Table of Contents networking.
The lowest demand for our products generally occurs in our second fiscal quarter ending in March and the third fiscal quarter ending in June. Employees Our workforce consists of approximately 10,100 employees located around the world, more than 99% of whom are full-time employees.
The lowest demand for our products generally occurs in our second fiscal quarter ending in March and the third fiscal quarter ending in June. Employees Our workforce consists of approximately 10,000 employees located around the world, more than 99% of whom are full-time employees.
Our product portfolio is reinforced by a library of approximately 5,000 worldwide patents and other intellectual property that we own and control. Together, our industry-leading technology enables us to deliver the highest levels of product performance and integration.
Our product portfolio is reinforced by a library of approximately 5,200 worldwide issued patents and other intellectual property that we own and control. Together, our industry-leading technology enables us to deliver the highest levels of product performance and integration.
Connected cars are forecasted by McKinsey to make up 95% of new vehicles sold globally by 2030.
Connected cars are forecasted by McKinsey to make up 90% of new vehicles sold globally by 2030.
Research and Development Our products and markets demand rapid technological advancements requiring a continuous effort to enhance existing products and develop new products and technologies. Accordingly, we maintain a high level of research and development activity. We invested $631.7 million, $606.8 million, and $617.9 million in research and development during fiscal 2024, fiscal 2023, and fiscal 2022, respectively.
Research and Development Our products and markets demand rapid technological advancements requiring a continuous effort to enhance existing products and develop new products and technologies. Accordingly, we maintain a high level of research and development activity. We invested $785.5 million, $631.7 million, and $606.8 million in research and development during fiscal 2025, fiscal 2024, and fiscal 2023, respectively.
In each of the fiscal years ended September 27, 2024 (“fiscal 2024”), September 29, 2023 (“fiscal 2023”), and September 30, 2022 (“fiscal 2022”), Apple, through sales to multiple distributors and contract manufacturers for multiple applications including smartphones, tablets, desktop and notebook computers, watches, and other devices, constituted more than ten percent of our net revenue.
In each of the fiscal years ended October 3, 2025 (“fiscal 2025”), September 27, 2024 (“fiscal 2024”), and September 29, 2023 (“fiscal 2023”), Apple, through sales to multiple distributors and contract manufacturers for multiple applications including smartphones, tablets, desktop and notebook computers, watches, and other devices, constituted more than ten percent of our net revenue.
In these markets we leverage our scale, intellectual property, and worldwide distribution network, which spans approximately 6,000 customers and 6,000 unique products. 7 Table of Contents Delivering Operational Excellence Through advanced supply chain management, we combine our highly specialized internal manufacturing capabilities with alliances and strategic relationships for leading-edge technologies.
In these markets we leverage our scale, intellectual property, and worldwide distribution network, which spans approximately 6,900 customers and 4,900 unique products. Delivering Operational Excellence Through advanced supply chain management, we combine our highly specialized internal manufacturing capabilities with alliances and strategic relationships for leading-edge technologies.
From endpoint devices to data centers, generative AI applications will drive the need for higher speed and higher bandwidth networks, while increasing the requirements for our precision timing solutions. 6 Table of Contents Finally, with the rapid transition towards electrification and advanced safety in vehicles, we are focused on high growth segments and content opportunities, including (i) power isolation chips for on-board chargers, powertrain, and battery management systems in electric vehicles, (ii) connectivity, with telematics and other solutions being enabled by 4G/5G cellular engines, Wi-Fi ® , Bluetooth ® , Ultra-wide band, Ethernet, and GPS, and (iii) in-vehicle infotainment systems, driven by digital radio coprocessors, and solutions supporting advanced driver-assistance systems and autonomous driving.
Finally, with the rapid transition towards electrification and advanced safety in vehicles, we are focused on high growth segments and content opportunities, including (i) power isolation chips for on-board chargers, powertrain, and battery management systems in electric vehicles, (ii) connectivity, with telematics and other solutions being enabled by 4G/5G cellular engines, Wi-Fi ® , Bluetooth ® , Ultra-wide band, Ethernet, and GPS, and (iii) in-vehicle infotainment systems, driven by digital radio coprocessors, and solutions supporting advanced driver-assistance systems and autonomous driving.
We rely on patent, copyright, trademark, trade secret, and other intellectual property laws, as well as non-disclosure and confidentiality agreements and other methods, to protect our confidential and proprietary technologies, designs, devices, algorithms, processes, and other intellectual property.
We believe that our intellectual property, including patents, patent applications, trade secrets, and trademarks, is of material importance to our business. We rely on patent, copyright, trademark, trade secret, and other intellectual property laws, as well as non-disclosure and confidentiality agreements and other methods, to protect our confidential and proprietary technologies, designs, devices, algorithms, processes, and other intellectual property.
As of September 27, 2024: • Our workforce was distributed geographically approximately as follows: 54% in Mexico, 25% in the United States, 19% in Asia, 1% in Canada, and less than 1% in Europe. • Our workforce was distributed by function approximately as follows: 41% in individual contributor manufacturing roles, 35% in engineering or technician roles, 11% in managerial roles, and 13% in professional or other administrative roles. • Approximately 3,400 of our employees in Mexico, 570 of our employees in Singapore, and 440 of our employees in Japan were covered by collective bargaining and other union agreements.
As of October 3, 2025: • Our workforce was distributed geographically approximately as follows: 54% in Mexico, 24% in the United States, 20% in Asia, 1% in Canada, and less than 1% in Europe. • Our workforce was distributed by function approximately as follows: 39% in individual contributor manufacturing roles, 36% in engineering or technician roles, 12% in managerial roles, and 13% in professional or other administrative roles. • Approximately 3,260 of our employees in Mexico, 550 of our employees in Singapore, and 460 of our employees in Japan were covered by collective bargaining and other union agreements.
According to the 2024 Ericsson Mobility Report, global mobile data for 5G is estimated to triple in the next three years, driven by new users, innovative services, and the convergence of artificial intelligence (“AI”) and 5G technology, and by 2029, it is estimated that approximately 39 billion connections will be related to the IoT, including connected cars, machines, meters, sensors, point-of-sale terminals, consumer electronics and wearables.
According to the 2025 Ericsson Mobility Report, global mobile data for 5G subscriptions are forecast to reach 6.3 billion by the end of 2030, driven by new users, innovative services, and the convergence of artificial intelligence (“AI”) and 5G technology, and the total number of global IoT connections is now forecast to reach approximately 43 billion by 2030, including connected cars, machines, meters, sensors, point-of-sale terminals, consumer electronics and wearables.
Further, 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.
Further, the Company’s three largest accounts receivable balances comprised 82% and 80% of aggregate gross accounts receivable as of 9 Table of Contents October 3, 2025 and September 27, 2024, respectively. For further information regarding customer concentrations, see Note 14 to Item 8 of this Annual Report on Form 10-K.
Removed
For further information regarding customer concentrations, see Note 14 to Item 8 of this Annual Report on Form 10-K. 9 Table of Contents Intellectual Property and Proprietary Rights We own or have a license to use numerous United States and foreign patents and patent applications related to our products and our manufacturing operations and processes.
Added
From endpoint devices to data centers, generative AI applications will drive the need for higher speed and higher bandwidth networks, while increasing the requirements for our precision timing solutions. 6 Table of Contents The first wave of AI-capable phones is reaching scale, and early demand signals are encouraging.
Added
As AI capabilities become more intuitive and integrated, we believe this could drive an inflection in upgrade cycles, leading to a potential tailwind to volumes and content over time.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

96 edited+87 added−7 removed149 unchanged
Biggest changeThese include, but are not limited to, risks regarding: • recession or economic downturn globally or in the jurisdictions in which we do business, • currency controls and currency exchange rate fluctuations, including increases or decreases in commodities prices related to such fluctuations, • inflation or deflation, as well as changes in existing and expected rates of inflation or deflation, which may vary across the jurisdictions in which we do business, • interest rates, as well as changes in existing and expected interest rates, which may vary across the jurisdictions in which we do business, • global, regional, and local economic and political conditions, including, but not limited to, social, economic, political, and supply chain instability related to the uncertainty regarding the relationships among the United States, China, Taiwan, Russia, Mexico, North Korea, Israel, other Middle Eastern countries, Japan, Singapore, other foreign countries, and the international community at large, as well as related to armed conflicts, such as the conflict between Russia and Ukraine and the conflicts in Israel and the Middle Eastern region, that exist, or in the future could exist, in various jurisdictions around the world, • restrictive governmental actions (such as restrictions on transfer of funds, restrictions on individuals’ movement, including travel restrictions, quarantines, lockdowns, and curfews, trade protection measures, including export duties, quotas, customs duties, border taxes, border closures, increased import or export controls, export licenses, and tariffs, and restrictions on the purchase of products made or containing technology or components from certain companies or from companies located in certain jurisdictions), or actions by non-governmental individuals and groups (such as protests, boycotts, insurgencies, organized crime, and general civil unrest), that could negatively impact trade between, or increase the cost of operating in, the countries in which we do business, • labor market conditions and laws, • disruptions of capital and trading markets, • difficulty in collecting, or failure to collect, accounts receivable, as well as longer collection periods, • changes in, or non-compliance with, legal or regulatory import/export requirements, including restrictions on selling to certain customers or into certain jurisdictions, • natural disasters and severe weather events, including, but not limited to, earthquakes, wildfires, droughts, hurricanes, tsunamis, floods, rising sea levels, as well as other impacts of climate change, • acts of terrorism, widespread illness, the effects of global health crises on business conditions in our industry or in the jurisdictions in which we do business, or other deterioration of public health conditions, and war, • misappropriation or other unauthorized transfers of our information and breaches of our information systems, as well as the potential lack of adequate remedies or enforcement mechanisms in certain jurisdictions, • difficulty in engaging distribution partners or obtaining sales or other business support in certain jurisdictions, • cultural differences in the conduct of business, • direct or indirect government actions, subsidies, or policies aimed at supporting local industry, • the laws and policies of the United States and other countries affecting trade, foreign investment and loans, foreign travel, and import or export licensing requirements, including, but not limited to, prohibitions on certain trade and other activities in China, Russia, Belarus, and portions of Ukraine, • withdrawal from, or renegotiation of, existing trade agreements by the United States (or other jurisdictions) potentially affecting Mexico, China, and other countries in which we do business, • changes in current or future tax law or regulations or new interpretations thereof, by federal or state agencies or foreign governments, 12 Table of Contents • changes in the effective tax rate as a result of our overall profitability and mix of earnings in countries with differing statutory tax rates, • results of audits and examination of previously filed tax returns, and • limitations on our ability under local laws to protect or enforce our intellectual property rights in a particular foreign jurisdiction.
Biggest changeThese include, but are not limited to, risks regarding: • recession or economic downturn globally or in the jurisdictions in which we do business, • currency controls and currency exchange rate fluctuations, including increases or decreases in commodities prices related to such fluctuations, 16 Table of Contents • inflation or deflation, as well as changes in existing and expected rates of inflation or deflation, which may vary across the jurisdictions in which we do business, • interest rates, as well as changes in existing and expected interest rates, which may vary across the jurisdictions in which we do business, • global, regional, and local economic and political conditions, including social, economic, political, and supply chain instability related to the uncertainty regarding the relationships among the United States, China, Taiwan, Russia, Mexico, Israel, other Middle Eastern countries, Japan, Singapore, India, Canada and other foreign countries, and the international community at large, as well as related to armed conflicts, such as the conflict between Russia and Ukraine and the conflicts in Israel and the Middle Eastern region, that exist, or in the future could exist, in various jurisdictions around the world, • the imposition of or changes to tariffs, including the tariffs announced by the United States in 2025 with respect to numerous global trading partners and sectors, and any retaliatory tariffs or measures by any such trading partners, including countermeasures by China, have impacted and could further negatively impact trade between, or increase the cost of operating in, or increase the cost of or negatively impact the demand for, our products or our customers’ products in the countries in which we or our customers do business, • the laws and policies of the United States and other countries affecting trade and foreign investment, including prohibitions on certain trade and other activities in China, Russia, Belarus, and portions of Ukraine, and the entry into, withdrawal from, or renegotiation of trade agreements by the United States (or other jurisdictions) potentially affecting Mexico, China, Japan, Singapore, Korea, Taiwan, Canada, and other countries in which we do business, • other restrictive or punitive governmental actions (such as restrictions on transfer of funds, restrictions on individuals’ movement, travel restrictions, quarantines, lockdowns, and curfews, trade protection measures, including export duties, quotas, customs duties, border taxes, border closures, increased import or export controls, import and export licenses, and restrictions on the purchase of products made or containing technology or components from certain companies or from companies located in certain jurisdictions), or actions by non-governmental individuals and groups (such as protests, boycotts, insurgencies, organized crime, and general civil unrest), that could negatively impact trade between, or increase the cost of operating in, the countries in which we do business, • labor market conditions and laws, • disruptions of capital and trading markets, • difficulty in collecting, or failure to collect, accounts receivable, as well as longer collection periods, • changes in, or non-compliance with, legal or regulatory import/export requirements, including restrictions on selling to certain customers or into certain jurisdictions, • natural disasters and severe weather events, including earthquakes, wildfires, droughts, hurricanes, tsunamis, floods, rising sea levels, as well as other impacts of climate change, • acts of terrorism, widespread illness, the effects of global health crises on business conditions in our industry or in the jurisdictions in which we do business, or other deterioration of public health conditions, and war, • misappropriation or other unauthorized transfers of our information and breaches of our information systems, as well as the potential lack of adequate remedies or enforcement mechanisms in certain jurisdictions, • difficulty in engaging distribution partners or obtaining sales or other business support in certain jurisdictions, • cultural differences in the conduct of business, • direct or indirect government actions, subsidies, or policies aimed at supporting local industry or markets, • changes in current or future tax law or regulations or new interpretations thereof, by federal or state agencies or foreign governments, • changes in the effective tax rate as a result of our overall profitability and mix of earnings in countries with differing statutory tax rates, • results of audits and examination of previously filed tax returns, and • limitations on our ability under local laws to protect or enforce our intellectual property rights.
Our use of AI tools could also result in the loss of confidential information or intellectual property or an inability to claim or enforce intellectual property rights, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy, cybersecurity, and the unauthorized use of Company data.
Our use of AI tools could also result in the loss of confidential information or intellectual property or an inability to claim or enforce intellectual property rights, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy, cybersecurity, and the unauthorized use of Company information.
Bureau of Industry and Security’s Entity List (“Entity List”) or other entity lists, which has limited, and could in the future limit, our ability to sell to certain of those entities and to third parties that do business with those entities. These restrictions have negatively impacted, and may continue to negatively impact, sales of our products.
Bureau of Industry and Security’s Entity List (“Entity List”) or other entity lists, which has limited, and could in the future further limit, our ability to sell to certain of those entities and to third parties that do business with those entities. These restrictions have negatively impacted, and may continue to negatively impact, sales of our products.
If we are unable to obtain required stockholder approval for future increases in the number of shares available under our long-term incentive plans, we may be limited in granting equity-based incentive awards, which may impair our efforts to attract and retain necessary personnel.
Additionally, if we are unable to obtain required stockholder approval for future increases in the number of shares available under our long-term incentive plans, we may be limited in granting equity-based incentive awards, which may impair our efforts to attract and retain necessary personnel.
The competition for management, engineering, and technical personnel is intense in the semiconductor industry, particularly in the locations in which we operate, and therefore we may not be able to continue to attract and retain the qualified personnel necessary for the design, development, manufacture, and sale of our products.
The competition for management, sales, engineering, and technical personnel is intense in the semiconductor industry, particularly in the locations in which we operate, and therefore we may not be able to continue to attract and retain the qualified personnel necessary for the design, development, manufacture, and sale of our products.
As the source of our technological and product innovations, our key engineering and technical personnel represent a significant asset. Our success depends on our ability to continue to attract, retain, and motivate qualified personnel, including executive officers and other key management, engineering, and technical personnel.
As the source of our technological and product innovations, our key engineering and technical personnel represent a significant asset. Our success depends on our ability to continue to attract, retain, and motivate qualified personnel, including executive officers and other key management, sales, engineering, and technical personnel.
In addition to the provisions in our certificate of incorporation and by-laws, Section 203 of the Delaware General Corporation Law generally provides that a corporation may not engage in any business combination with any interested stockholder during the three-year period following the time that such stockholder becomes an interested stockholder, unless a majority of the directors then in office approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder or specified stockholder approval requirements are met. 26 Table of Contents ITEM 1B.
In addition to the provisions in our certificate of incorporation and by-laws, Section 203 of the Delaware General Corporation Law generally provides that a corporation may not engage in any business combination with any interested stockholder during the three-year period following the time that such stockholder becomes an interested stockholder, unless a majority of the directors then in office approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder or specified stockholder approval requirements are met. 32 Table of Contents ITEM 1B.
In addition, we often incorporate the intellectual property of our customers, suppliers, or other third parties into our designs, and we have obligations with respect to the non-usage and non-disclosure of such third-party intellectual property.
In addition, we often incorporate the intellectual property of our customers, suppliers, or other third parties into our designs, and we have certain obligations with respect to the non-usage and non-disclosure of such third-party intellectual property.
In addition, increasing governmental, investor, and societal attention on sustainability matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on sustainability topics such as climate change, carbon emissions, water usage, waste management, human capital, forced labor, and risk oversight, have expanded and could further expand the nature, scope, and complexity of matters that we are required to control, assess, and report.
In addition, increasing governmental, investor, customer, and societal attention on sustainability matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on sustainability topics such as climate change, carbon emissions, water usage, waste management, human capital, forced labor, and related risk oversight, have expanded and could further expand the nature, scope, and complexity of matters that we are required to control, assess, and report.
Increasingly stringent environmental laws, rules, regulations, and customer expectations may require us to redesign our existing products and processes and could adversely affect our ability to cost-effectively produce our products.
Increasingly stringent environmental laws, rules, regulations, and customer expectations may require us to redesign our existing products and processes, which could adversely affect our ability to cost-effectively produce our products.
Risks related to the use of open source software include, but are not limited to, the introduction of cybersecurity vulnerabilities into our products or development platforms, our compliance with applicable licensing terms, subjecting certain of our derivative works or software enhancements to public disclosure and/or unfavorable licensing conditions, potential restrictions on our ability to market the firmware associated with our products, and enhanced governmental or other third-party scrutiny of our products.
Risks related to the use of open source software include, but are not limited to, the introduction of cybersecurity vulnerabilities into our products or development platforms, our noncompliance with applicable licensing terms, subjecting certain of our derivative works or software enhancements to public disclosure and/or unfavorable licensing conditions, potential restrictions on our ability to market the firmware associated with our products, and enhanced governmental or other third-party scrutiny of our products.
Risks Associated with Cybersecurity and Intellectual Property Protection We may not be able to prevent, or timely detect, information technology security breaches. Security breaches, phishing, spoofing, attempts by others to gain unauthorized access to our information technology systems, networks, and databases, and other cyberattacks continue to become more sophisticated and persistent.
Risks Associated with Cybersecurity and Intellectual Property Protection We may not be able to prevent, or timely detect, information technology security breaches. Security breaches, phishing, spoofing, malware installations, attempts by others to gain unauthorized access to our information technology systems, networks, and databases, and other cyberattacks continue to become more sophisticated and persistent.
To the extent that any security breach or other cybersecurity incident results in inappropriate disclosure of our customers’, suppliers’, licensees’, or employees’ confidential or personal information, we may incur liability, face contractual and regulatory fines and penalties, and sustain significant financial resources to remediate such breach.
To the extent that any security breach or other cybersecurity incident results in inappropriate disclosure of data, including our customers’, suppliers’, licensees’, or employees’ confidential or personal information, we may incur liability, face contractual and regulatory fines and penalties, and sustain significant financial resources to remediate such breach.
In addition, the future growth of our business is likely to require the expansion or improvement of our manufacturing facilities, the upgrade of our manufacturing equipment, strategic investments, and/or corporate acquisitions. Due in part to our repayment obligations on our outstanding indebtedness, the capital required to fund these investments may not be available in the future.
In addition, the future growth of our business is likely to require improvement and/or expansion of our manufacturing facilities, upgrading of our manufacturing equipment, strategic investments, and/or corporate acquisitions. Due in part to our repayment obligations on our outstanding indebtedness, the capital required to fund these investments may not be available in the future.
We expect that these and other rapidly changing laws, regulations, policies, interpretations, and expectations, as well as increased enforcement actions by various 22 Table of Contents governmental and regulatory agencies, will continue to increase the cost of our compliance and internal risk management programs and to alter the environment in which we do business, which could have a material adverse effect on our business, results of operations, and financial condition.
We expect that these and other rapidly changing laws, regulations, policies, interpretations, and expectations, as well as increased enforcement actions by various governmental and regulatory agencies, will continue to increase the cost of our compliance and internal risk management programs and to alter the environment in which we do business, which could have a material adverse effect on our business, results of operations, and financial condition.
Regardless of our actions: 23 Table of Contents • the steps we take to prevent misappropriation, infringement, dilution, or other violation of our intellectual property or the intellectual property of our customers, suppliers, or other third parties may not be successful, • any of our existing or future patents, copyrights, trademarks, trade secrets, or other intellectual property rights may be challenged, invalidated, deemed unenforceable, or circumvented, and • we may be contractually prohibited, or otherwise discouraged, by certain customers from pursuing certain remedies for third parties’ violations of our intellectual property.
Regardless of our actions: • the steps we take to prevent misappropriation, infringement, dilution, or other violation of our intellectual property or the intellectual property of our customers, suppliers, or other third parties may not be successful, • any of our existing or future patents, copyrights, trademarks, trade secrets, or other intellectual property rights may be challenged, invalidated, deemed unenforceable, or circumvented, and • we may be contractually prohibited, or otherwise discouraged, by certain customers from pursuing certain remedies for third parties’ violations of our intellectual property.
Violations of one or more of these legal regimes’ laws and regulations in the conduct of our business could result in significant fines, penalties, or monetary damages, criminal sanctions against us or our officers, prohibitions on doing business, unfavorable publicity and other reputational damage, restrictions on our ability to process information, and allegations by our counterparties that we have not performed our contractual obligations.
Violations of one or more of these legal regimes’ laws and regulations in the conduct of our business could result in significant fines, penalties, or monetary damages, criminal 17 Table of Contents sanctions against us or our officers, prohibitions on doing business, unfavorable publicity and other reputational damage, restrictions on our ability to process information, and allegations by our counterparties that we have not performed our contractual obligations.
The wireless communications semiconductor industry, in general, and the other analog markets in which we compete are very competitive, which may cause pricing pressures, decreased gross margins, and rapid loss of market share.
The wireless communications semiconductor industry, in general, and the other analog and mixed-signal markets in which we compete are very competitive, which may cause pricing pressures, decreased gross margins, and rapid loss of market share.
Although we maintain relationships with suppliers located around the world with the objective of ensuring that we have adequate sources for the supply of raw materials and components for our manufacturing needs, increases in demand from the semiconductor industry for such raw materials and components (including, but not limited to, gallium, germanium, and precious and rare earth metals), as well as increased demand for commodities in general, can result in tighter supplies and higher costs.
Although we maintain relationships with suppliers located around the world with the objective of ensuring that we have adequate sources for the supply of raw materials and components for our manufacturing needs, increases in demand from the semiconductor industry for such raw materials and components (including, but not limited to, gallium, germanium, and other critical minerals and rare earth metals), as well as increased demand for commodities in general, can result in tighter supplies and higher costs.
If our operating results fail to meet the expectations of analysts or investors, it could materially and adversely affect the price of our common stock. We rely on a small number of customers for a large portion of our sales. Significant portions of our sales are concentrated among a limited number of customers.
If our operating results fail to meet the expectations of analysts or investors, it could materially and adversely affect the price of our common stock. 19 Table of Contents We rely on a small number of customers for a large portion of our sales. Significant portions of our sales are concentrated among a limited number of customers.
In addition, because our customers typically integrate our products into other devices, and because we typically do not have a direct relationship with the end customers of our products, our products may be used in applications for which they were not necessarily designed or tested, and they may not perform as anticipated in such applications.
In addition, because our customers typically integrate our products into other devices, and because we typically do not have a direct relationship with the end customers of our products, our products may be used in applications for which they were not necessarily designed or tested, and they may not 30 Table of Contents perform as anticipated in such applications.
Any such acceleration of our repayment obligations could have a material adverse effect on our business, financial condition, results of operations, cash flows, and stock price. 19 Table of Contents Risks Associated with Our Industry The semiconductor industry is highly cyclical and subject to significant downturns.
Any such acceleration of our repayment obligations could have a material adverse effect on our business, financial condition, results of operations, cash flows, and stock price. Risks Associated with Our Industry The semiconductor industry is highly cyclical and subject to significant downturns.
This or any relocation or consolidation of facilities could result in disruptions to our business, including potential production interruptions or delays, quality problems, difficulties forecasting our production capabilities, challenges retaining employees or hiring new employees, and the incurrence of significant capital and other expenses, which could have a material adverse effect on our financial condition, results of operations or cash flow.
These activities or any other relocation, closure or consolidation of facilities or operations could result in disruptions to our business, including potential production interruptions or delays, quality problems, difficulties forecasting our production capabilities, challenges retaining employees or hiring new employees, and the incurrence of significant capital and other expenses, which could have a material adverse effect on our financial condition, results of operations or cash flow.
As a result, certain competitors may be able to adapt more quickly than we can to new or emerging technologies, such as AI, and changes in customer requirements or may be able to devote greater resources to the development, promotion, and sale of 20 Table of Contents their products than we can.
As a result, certain competitors may be able to adapt more quickly than we can to new or emerging technologies, such as AI, and changes in customer requirements or may be able to devote greater resources to the development, promotion, and sale of their products than we can.
To the extent that our existing cash and cash equivalents and cash generated from operations are insufficient to fund our future activities (including, but not limited to, capital expenditures), we may need to raise additional funds through public or private equity or debt financing.
To the extent that our existing cash and cash equivalents and cash generated from operations are insufficient to fund our future activities (including capital expenditures), we may need to raise additional funds through public or private equity or debt financing.
Our competitors may be more successful in their use of AI tools, including by developing superior products or improving their operations with the assistance of AI. Additionally, there could be adverse impacts from inaccurate or flawed algorithms.
Our competitors may be more successful in their use of AI tools, including by developing superior products or improving their operations with the assistance of AI. Additionally, there could be adverse impacts from inaccurate or flawed algorithms, training, or data sets.
In addition, certain suppliers and other third parties with whom we conduct business, including foundries, assembly and test contractors, and distributors, have been, and are likely to continue to be, subject to cybersecurity incidents, misappropriation efforts, or network disruptions that could jeopardize our proprietary or sensitive data, impact such third parties’ ability to meet their obligations to us, or otherwise negatively impact our ongoing business operations.
In addition, certain suppliers, including cloud-based and critical service providers, and other third parties with whom we conduct business, including foundries, assembly and test contractors, and distributors, have been, and are likely to continue to be, subject to cybersecurity incidents, misappropriation efforts, or network disruptions that could jeopardize our proprietary or sensitive data, impact such third parties’ ability to meet their obligations to us, or otherwise negatively impact our ongoing business operations.
We believe that the principal competitive factors for semiconductor suppliers in our markets include, among others: • rapid time-to-market and product ramps (including, but not limited to, high-volume product ramps), • timely new product innovation, • ability to capture design wins in new growth markets, such as 5G, • product quality, reliability, and performance, • ability of certain products, including “high reliability” solutions, to perform under stringent operating conditions, • product cost and selling price, • features available in products, • alignment with customer performance specifications, • compliance with industry standards, • strategic relationships with customers, • access to, and the protection and enforcement of, intellectual property, • ability to partner with or participate in reference designs of baseband vendors, • maintaining access to manufacturing capacity, raw materials, supplies, and services at a competitive cost, and • the ability to secure government incentives and grants, such as funding available under the CHIPS and Science Act of 2022.
We believe that the principal competitive factors for semiconductor suppliers in our markets include, among others: • rapid time-to-market and product ramps (including, but not limited to, high-volume product ramps), • timely new product innovation, • ability to capture design wins in new growth markets, such as 5G, • product quality, reliability, and performance, • ability of certain products, including “high reliability” solutions, to perform under stringent operating conditions, • product cost and selling price, • features available in products, • alignment with customer performance specifications, • compliance with industry standards, • strategic relationships with customers, • access to, and the protection and enforcement of, intellectual property, 25 Table of Contents • ability to partner with or participate in reference designs of baseband vendors, • maintaining access to manufacturing capacity, raw materials, supplies, and services at a competitive cost, and • the ability to secure government incentives, credits and grants.
The jurisdictions in which we conduct business have and may adopt laws and regulations related to AI, which could cause us to incur greater compliance costs, limit our use of AI tools, or subject us to legal liabilities. We may encounter problems upgrading, enhancing, and improving our enterprise applications.
The jurisdictions in which we conduct business have and may adopt laws and 23 Table of Contents regulations related to AI that could cause us to incur greater compliance costs, limit our use of AI tools, or subject us to legal liabilities. We may encounter problems upgrading, enhancing, and improving our enterprise applications.
In addition, certain of our products that we use contain firmware that incorporates or is derived from “open source” software that generally is made publicly available by its developers or other third parties.
In addition, certain of our products that we use contain firmware that incorporates or is 28 Table of Contents derived from “open source” software that generally is made publicly available by its developers or other third parties.
These factors include, among others: • delays in the widespread deployment or adoption of commercial 5G networks, AI and other new technologies, • changes in end-user demand for the products manufactured and sold by our customers, • the effects of competitive pricing pressures, including decreases in average selling prices of our products, • production capacity levels and fluctuations in manufacturing yields, • availability and cost of materials and services from our suppliers, • the gain or loss of significant customers, • our ability to develop, introduce, and market new products and technologies on a timely basis, • market acceptance of our products and our customers’ products including, but not limited to, market acceptance of new, emerging technologies, such as AI, • new product and technology introductions by competitors, • delays in the adoption of standards by standard-setting bodies and delays in the commercial deployment or consumer adoption of certain technologies, • actions by government regulators to restrict or delay the availability of sufficient spectrum for wireless technologies, including technologies that utilize unlicensed spectrum and/or shared spectrum, • changes in consumers’ purchasing behaviors, including the rates at which they replace smartphones and other devices that utilize our products, • changes to promotions, rebates, and discounts offered by carriers in certain geographic regions for smartphones and other devices that utilize our products, • increasing industry consolidation among our competitors, • changes in the mix of products produced and sold, and • intellectual property disputes, including those concerning payments associated with the licensing and/or sale of intellectual property, and related remedies (e.g., monetary damages, injunctions, or exclusion orders affecting our or our customers’ products).
These factors include, among others: • the level of widespread deployment or adoption of commercial 5G networks, AI and other new technologies, • changes in end-user demand for the products manufactured and sold by our customers, including longer replacement cycles for smartphones, • the effects of competitive pricing pressures, including decreases in average selling prices of our products, • the volume and mix of phones sold by our largest customer, • production capacity levels and fluctuations in manufacturing yields, • availability and cost of materials and services from our suppliers, • the gain or loss of significant customers, or sockets with any such customers, • our ability to develop, introduce, and market new products and technologies on a timely basis, • market acceptance of our products and our customers’ products including market acceptance of, or our customers’ ability to incorporate, new, emerging technologies, such as AI, • new product and technology introductions by competitors, • delays in the adoption of standards by standard-setting bodies and delays in the commercial deployment or consumer adoption of certain technologies, • actions by government regulators to restrict or delay the availability of sufficient spectrum for wireless technologies, including technologies that utilize unlicensed spectrum and/or shared spectrum, • changes in consumers’ purchasing behaviors, including the rates at which they replace smartphones and other devices that utilize our products, • changes to promotions, rebates, and discounts offered by carriers in certain geographic regions for smartphones and other devices that utilize our products, • increasing industry consolidation among our competitors, • changes in the mix of products produced and sold, and • intellectual property disputes, including those concerning payments associated with the licensing and/or sale of intellectual property, and related remedies (e.g., monetary damages, injunctions, or exclusion orders affecting our or our customers’ products).
Changes to such methods, assumptions, estimates, and judgments, combined with other factors that are difficult to forecast, including the factors listed above, could materially and adversely affect our quarterly or annual operating results and could produce actual operating results 14 Table of Contents that differ significantly from previous estimates and projections.
Changes to such methods, assumptions, estimates, and judgments, combined with other factors that are difficult to forecast, including the factors listed above, could materially and adversely affect our quarterly or annual operating results and could produce actual operating results that differ significantly from previous estimates and projections.
On an ongoing 18 Table of Contents basis, we review investment, alliance, and acquisition prospects that would complement or expand our product offerings, augment our market coverage, or enhance our technological capabilities. We may not be able to identify and consummate suitable investment, alliance, or acquisition transactions in the future.
On an ongoing basis, we review investment, alliance, and acquisition prospects that would complement or expand our product offerings, augment our market coverage, or enhance our technological capabilities. We may not be able to identify and consummate suitable investment, alliance, or acquisition transactions in the future.
We may not be able to develop and introduce new or enhanced wireless communications, analog and mixed-signal semiconductor products in a timely and cost-effective manner, and our products may not satisfy customer requirements or achieve market acceptance, or we may not be able to anticipate new industry standards and technological changes.
We may not be able to develop and introduce new or enhanced wireless communications, analog and mixed- 26 Table of Contents signal semiconductor products in a timely and cost-effective manner, and our products may not satisfy customer requirements or achieve market acceptance, or we may not be able to anticipate new industry standards and technological changes.
Disruption of certain critical operations in Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire semiconductor industry.
Disruption of certain critical operations in, or of shipping to or from, Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire semiconductor industry.
The loss of any member of our senior management team could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we 17 Table of Contents operate.
The loss of any member of our senior management team could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.
Such fluctuations may be influenced by many factors, including: • uncertainty regarding the condition and prospects of the domestic and foreign economies, • our performance and prospects, and the performance and prospects of our major customers and competitors, • the volatility of the financial markets, • instability in global credit and financial markets, • our revenue concentrations with relatively few customers, • our stock repurchase and dividend activities, • the timing of our repayment of outstanding indebtedness, • investor perception of us and the industry in which we operate, • changes in the market valuations of other companies, including, but not limited to, those in our industry, • changes in earnings estimates, price targets, or buy/sell recommendations by analysts, • the depth and liquidity of the market for our common stock, • the exclusion or removal of our stock from market indices, such as the S&P 500 Index, • domestic and international political conditions, • domestic and international tax, fiscal, and trade policy decisions, • our ability to successfully identify, acquire, and integrate acquisition candidates, and • the extent of the impact of global health events. 25 Table of Contents Public stock markets have experienced price and trading volume volatility.
Such fluctuations may be influenced by many factors, including: • uncertainty regarding the condition and prospects of domestic and foreign economies, • our performance and prospects, and the performance and prospects of our major customers and competitors, • the volatility of the financial markets, • instability in global credit and financial markets, • our revenue concentrations with relatively few customers, including the impact of the achievement or loss of design wins with such customers, • our stock repurchase and dividend activities, • the timing of our repayment of outstanding indebtedness, • investor perception of us and the industry in which we operate, • changes in the market valuations of other companies, including, but not limited to, those in our industry, • changes in earnings estimates, price targets, or buy/sell recommendations by analysts, • the depth and liquidity of the market for our common stock, • the exclusion or removal of our stock from market indices, such as the S&P 500 Index, • domestic and international political conditions, • domestic and international tax, fiscal, and trade policy decisions, • our ability to successfully identify, acquire, and integrate acquisition candidates, and • the extent of the impact of global health events.
In some instances, we depend on 21 Table of Contents our relationships with our third-party foundries and packaging subcontractors to transition to smaller geometry processes successfully. Our manufacturing partners may not be able to effectively manage the transition, or we may not be able to maintain our relationships with certain manufacturing partners.
In some instances, we depend on our relationships with our third-party foundries and packaging subcontractors to transition to smaller geometry processes successfully. Our manufacturing partners may not be able to effectively manage the transition, or we may not be able to maintain our relationships with certain manufacturing partners.
A number of domestic and foreign jurisdictions restrict or may seek to restrict the use of various substances, including a class of chemicals known as per- and polyfluoroalkyl substances, and a number of such substances have been or are currently used in our products or processes.
An increasing number of customers, as well as a number of domestic and foreign jurisdictions, restrict or may seek to restrict the use of various substances, including a class of chemicals known as per- and polyfluoroalkyl substances, and a number of such substances have been or are currently used in our products or processes.
If we cannot, or elect not to, comply with the conditions for the tax holiday, we could be required to refund certain previously realized tax benefits for fiscal years 2021 through 2024, over which period we enjoyed a tax holiday that decreased our taxes by a cumulative $329.8 million, and we may lose the benefits of the tax holiday earlier than scheduled.
If we cannot, or elect not to, comply with the conditions for the tax holiday, we could be required to refund certain previously realized tax benefits for fiscal years 2021 through 2025, over which period we enjoyed a tax holiday that decreased our taxes by a cumulative $336.4 million, and we may lose the benefits of the tax holiday earlier than scheduled.
For a discussion of the impact the tax holiday has on Singapore taxes owed by us, see Note 8 to Item 14 of this Annual Report on Form 10-K. We are subject to the risks of doing business in China.
For a discussion of the impact the tax holiday has on Singapore taxes owed by us, see Note 8 to Item 8 of this Annual Report on Form 10-K. We, our customers and our suppliers are subject to the risks of doing business in China.
Our employees are in high demand, and our competitors and other companies may be able to offer compensation or other opportunities in excess of what we offer.
Our employees are in high demand, and our competitors and other companies may offer compensation or other opportunities in excess of what we offer.
We may not be able to maintain and improve manufacturing yields that contribute positively to our gross margin and profitability. Minor deviations or disturbances in the manufacturing process can cause substantial manufacturing yield loss, and in some cases, cause production to be suspended and impact our ability to meet customer demand on a timely basis.
We may not be able to maintain and improve manufacturing yields. Minor deviations or disturbances in the manufacturing process can cause substantial manufacturing yield loss, and in some cases, cause production to be suspended and impact our ability to meet customer demand on a timely basis.
Demand from Chinese customers may be adversely affected by China’s evolving laws and regulations, including those relating to taxation, import and export tariffs and restrictions, currency controls, environmental regulations, privacy and information 13 Table of Contents security, indigenous innovation, and intellectual property rights and enforcement of those rights.
Demand from customers in China may be adversely affected by China’s evolving laws and regulations, including those relating to taxation, import and export tariffs and restrictions, currency controls, environmental regulations, privacy and information security, indigenous innovation, and intellectual property rights and enforcement of those rights.
We have been subject to these attacks and expect to continue to be subject to these attacks.
We have been directly and indirectly subject to these attacks and expect to continue to be subject to these attacks.
Certain of our products, including “high reliability” solutions, may not be able to perform under stringent operating conditions. Examples of our “high reliability” solutions include applications intended for the aerospace, automotive, defense, and medical markets.
Certain of our products, including “high reliability” solutions, may not be able to perform under stringent operating conditions. Examples of our “high reliability” solutions include products used in the aerospace, automotive, defense, and medical markets.
As a result of industry consolidation, certain competitors may be able to further exploit such benefits to strengthen their competitive position. Our baseband reference design partners may leverage their market position by integrating additional functionality into their product offerings that compete with our solutions.
As a result of industry consolidation, certain competitors may be able to further exploit such benefits to strengthen their competitive position. Our reference design partners have leveraged and may continue to leverage their market position by bundling product offerings or integrating additional functionality into their product offerings that compete with our solutions.
In each of fiscal 2024, fiscal 2023, and fiscal 2022, one customer accounted for greater than ten percent of our net revenue. As of September 27, 2024, three customers represented 80% of our aggregate gross accounts receivable. For further discussion on customer concentration, see Note 14 to Item 8 of this Annual Report on Form 10-K.
In each of fiscal 2025, fiscal 2024, and fiscal 2023, one customer accounted for greater than ten percent of our net revenue. As of October 3, 2025, three customers represented 82% of our aggregate gross accounts receivable. For further discussion on customer concentration, see Note 14 to Item 8 of this Annual Report on Form 10-K.
Our key facilities include, but are not limited to, our semiconductor wafer fabrication facilities in Newbury Park, California, and Woburn, Massachusetts; our SAW, TC-SAW, and BAW filter wafer processing facilities in Osaka, Japan; and our packaging, assembly and test facilities in Mexicali, Mexico, and in Singapore (“Singapore Filter Manufacturing Facility”). Several of our key facilities are leased or subleased.
Our key facilities include, but are not limited to, our semiconductor wafer fabrication facilities in Newbury Park, California, and Woburn, Massachusetts; our SAW, TC-SAW, and BAW filter wafer processing facilities in Osaka, Japan; and our packaging, assembly and test facilities in Mexicali, Mexico, and in Singapore for filters (“Singapore Filter Manufacturing Facility”).
Our sales are typically made pursuant to standard purchase orders and/or specified customer contracts, or both, for delivery of products and not under long-term supply arrangements with our customers. Our customers may seek to cancel or defer orders before shipment.
We are subject to uncertainties involving the ordering and shipment of, and payment for, our products. Our sales are typically made pursuant to standard purchase orders and/or specified customer contracts, or both, for delivery of products and not under long-term supply arrangements with our customers. Our customers may seek to cancel or defer orders before shipment.
This volatility has affected, and could significantly and negatively affect in the future, the market prices of securities of many technology companies, particularly the market price of our common stock.
Public stock markets experience price and trading volume volatility. This volatility has affected, and could significantly and negatively affect in the future, the market prices of securities of many technology companies, particularly the market price of our common stock.
Such an incident could, among other things, also damage our reputation, impair our ability to attract and retain our customers, impact our stock price, and materially damage our supplier relationships.
Such an incident could, among other things, damage our reputation, impair our ability to attract and retain our customers, impact our stock price, and materially damage our relationships with our business partners.
If we are unable to renew existing leases or subleases on terms acceptable to us, we may be required to relocate our affected operations. We operate under a sublease for our Singapore Filter Manufacturing Facility that expires in July 2025.
Several of our key facilities are leased or subleased. If we are unable to renew existing leases or subleases on terms acceptable to us, we may be required to relocate our affected operations. We operate under a sublease for our Singapore Filter Manufacturing Facility that expires in July 2030.
The increased ability of employees in our industry to work from home or in other remote work arrangements has impacted, and may continue to impact, the mobility and turnover of our employees, potentially making it more difficult for us to compete in the job market. We continue to anticipate increases in human resource needs, particularly in engineering.
The increased ability of employees in our industry to work from home or in other remote work arrangements has impacted, and may continue to impact, the mobility and turnover of our employees, potentially making it more difficult for us to compete in the job market.
If any of our subcontractors experiences capacity constraints or financial difficulties, suffers any damage to its facilities, experiences outages or any other disruption of assembly or testing capacity, we may not be able to obtain alternative assembly and testing services in a timely manner and/or at cost-competitive rates.
If any of our subcontractors experiences capacity constraints or financial difficulties, suffers any damage to its facilities, experiences outages or any other disruption of assembly or testing capacity or is otherwise unable or unwilling to provide us sufficient capacity to meet our demand, we may not be able to obtain alternative assembly and testing services in a timely manner and/or at cost-competitive rates.
Any problems that we 16 Table of Contents may encounter with the delivery, quality, or cost of our products could damage our customer relationships and materially and adversely affect our business, results of operations, and financial condition.
Any problems that we may encounter with the delivery, quality, or cost of our products could damage our customer relationships and our ability to establish new customer relationships and materially and adversely affect our business, results of operations, and financial condition.
We may not be able to compete successfully against current and potential competitors. Increased competition could result in pricing pressures, decreased gross margins, and loss of revenue and market share and may materially and adversely affect our business, results of operations, and financial condition. Remaining competitive in the semiconductor industry depends upon our ability to constantly innovate.
Increased competition could result in pricing pressures, decreased gross margins, and loss of revenue and market share and may materially and adversely affect our business, results of operations, and financial condition. Remaining competitive in the semiconductor industry depends upon our ability to constantly innovate.
Our existing indebtedness or incurrence of any additional indebtedness could reduce funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes and may create competitive disadvantages relative to other companies with lower debt levels.
Our existing indebtedness or incurrence of any additional indebtedness, including the indebtedness contemplated in connection with the Mergers, could reduce funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes and may create competitive 24 Table of Contents disadvantages relative to other companies with lower debt levels.
In addition, our customers may begin to require reports on our sourcing of other minerals or substances, which may impact our ongoing operations and increase our operating costs. New climate change laws and regulations could require us to change our manufacturing processes or obtain substitute materials that may cost more or be less available for our manufacturing operations.
In addition, our customers have requested and are expected to continue requesting reports on and commitments regarding our sourcing of other minerals or substances, which may impact our ongoing operations and increase our operating costs. 27 Table of Contents New climate change laws and regulations could require us to change our manufacturing processes or obtain substitute materials that may cost more or be less available for our manufacturing operations.
In particular, the imposition by the United States of tariffs on goods imported from China, or deemed to be of Chinese origin, and other government actions that restrict our ability to sell our products to Chinese customers or to manufacture or source components in China, and countermeasures imposed by China in response, could directly or indirectly adversely impact our manufacturing costs, the availability and cost of materials, including gallium, germanium, antimony, and rare earth metals, and the sales of our products in China and elsewhere.
In particular, the imposition by the United States of new tariffs, including the tariffs announced in 2025, on goods imported from China, or deemed to be of Chinese origin, and other 18 Table of Contents government actions that restrict our ability to sell our products to Chinese customers or to manufacture or source components in China, and countermeasures imposed by China in response, including the countermeasures announced in 2025, has impacted and could continue directly or indirectly adversely impacting our manufacturing costs, the availability and cost of materials, including gallium, germanium, antimony, tungsten, molybdenum, scandium, and other rare earth metals/critical minerals, and the sales of our products in China, the United States and elsewhere.
This could require us to expend significant resources and to divert the efforts and attention of our management and technical personnel from our business operations.
This has required and will continue requiring us to expend significant resources and could divert the efforts and attention of our management and technical personnel from our business operations.
For example, the U.S. government has expanded export restrictions, and might continue expanding export restrictions, including by adding certain Chinese entities to the U.S.
In addition, the U.S. government has expanded export restrictions, and might continue expanding export restrictions, including by adding additional Chinese entities to the U.S.
There can be no assurance that we will achieve a particular rating or maintain a particular rating in the future. An inability to obtain or maintain a rating could increase the cost of future borrowings or refinancings of our indebtedness, limit our access to sources of financing in the future, or lead to other potentially adverse consequences.
An inability to obtain or maintain a rating could increase the cost of future borrowings or refinancings of our indebtedness, limit our access to sources of financing in the future, or lead to other potentially adverse consequences.
Heightened public focus on climate change, sustainability, and environmental issues has also led to increased government regulation and caused certain of our customers to impose environmental standards on us as a part of doing business with them. We expect that the trend of increasing environmental awareness will continue, which will result in higher costs of operations.
Public focus on climate change, sustainability, and environmental issues has also led to increased government regulation and caused certain of our customers to impose environmental standards on us as a part of doing business with them. If a focus on environmental issues persists in the future, it could result in higher costs of operations.
Future cash dividends and the amount and timing of our stock repurchases may be affected by, among other factors: • our views on potential future capital requirements, including those related to research and development, • our ability to generate sufficient earnings and cash flows, • our use of cash to consummate various acquisition transactions, • our repayment of principal and interest on our indebtedness, • changes in federal and state income tax laws or corporate laws, and • changes to our business model.
Future cash dividends and the amount and timing of our stock repurchases may be affected by, among other factors: • our views on potential future capital requirements, including those related to research and development, • our ability to generate sufficient earnings and cash flows, • our use of cash to consummate various acquisition transactions, • our repayment of principal and interest on our indebtedness, • changes in federal and state income tax laws or corporate laws, and • changes to our business model. 31 Table of Contents Our cash dividend payments and stock repurchases may change from time to time, and we cannot provide assurance that we will increase our cash dividend payment or declare cash dividends or make stock repurchases in any particular amounts or at all.
Furthermore, such losses would not be covered under our existing insurance programs. In addition, in the event we are unable to fulfill our contractual obligations, lawsuits may be threatened or filed against us by customers or other third parties.
Furthermore, such losses would not be covered under our existing insurance programs. In addition, in the event we are unable to fulfill our contractual obligations, lawsuits may be threatened or filed against us by customers or other third parties. Furthermore, force majeure clauses in our contracts could limit our ability to pursue remedies for certain third-party disruptions and delays.
Further, existing immigration laws and difficulties obtaining visas, together with any changes to immigration policies or regulations in the United States, make it more difficult for us to recruit and retain highly skilled foreign national graduates of universities (in the United States or abroad), limiting the pool of available talent.
Further, existing immigration laws, as well as difficulties and increased costs in obtaining visas, together with any changes to immigration policies or regulations in the United States, such as the increased cost for H-1B worker visas announced in September 2025, make it more difficult for us to recruit and retain highly skilled foreign nationals (in the United States or abroad), limiting the pool of available talent.
Beginning in fiscal 2023, for U.S. income tax purposes we were required to capitalize our research and development expenses and amortize them over five or fifteen years, rather than deduct them in the year incurred, which has increased, and which we expect will continue to increase, our taxes payable, resulting in reduced near term-cash flows.
Beginning in fiscal 2023, for U.S. income tax purposes, we were required to capitalize and amortize our research and development expenses over five or fifteen years, rather than deduct them in the year incurred.
For further discussion, see Note 16 to Item 8 of this Annual Report on Form 10-K. Additionally, on May 21, 2021, the Company entered into a revolving credit agreement with various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, providing for a $750 million revolving credit facility (the “Revolving Credit Facility”).
Additionally, on May 21, 2021, the Company entered into a revolving credit agreement with various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, providing for a $750 million revolving credit facility (the “Revolving Credit Facility”).
The loss of the services of one or more of our key employees or our inability to attract, retain, and motivate qualified personnel could have a material adverse effect on our ability to operate our business.
We continue to anticipate increases in human resource needs, 22 Table of Contents particularly in engineering. The loss of the services of one or more of our key employees or our inability to attract, retain, and motivate qualified personnel could have a material adverse effect on our ability to operate our business.
A reduction in our cash dividend payments or a reduction in the level of our stock repurchases could have a negative effect on our stock price. Certain provisions in our organizational documents and Delaware law may make it difficult for someone to acquire control of us. We have certain anti-takeover measures that may affect our common stock.
Certain provisions in our organizational documents and Delaware law may make it difficult for someone to acquire control of us. We have certain anti-takeover measures that may affect our common stock.
If such assets are found to be impaired, they will be written down to estimated fair value, with a charge against earnings. We incurred indebtedness in connection with the acquisition of the Infrastructure and Automotive business of Silicon Labs, which could reduce our flexibility to operate our business.
If such assets are found to be impaired, they will be written down to estimated fair value, with a charge against earnings. Our outstanding indebtedness could reduce our flexibility to operate our business.
Likewise, lower-than-expected demand, could lead to underutilized manufacturing facilities, which could negatively impact our financial results.
Likewise, lower-than-expected demand, which has occurred from time to time, has led to, and could in the future lead to, underutilized manufacturing facilities, which could negatively impact our financial results.
While the IRA did not have a material impact to the Company’s financial statements for fiscal 2024, it could have a material impact in future periods depending on various factors, including the amount and frequency of our stock repurchases and the applicability of the CAMT to the Company.
The IRA could have a material impact depending on various factors, including the amount and frequency of our stock repurchases and the applicability of the CAMT to the Company.
Although we own and operate assembly and test facilities, as part of our supply resilience and business continuity strategies, we still depend on subcontractors to package, assemble, and test certain of our products at cost-competitive rates. For those assembly and test subcontractors with whom we do not have long-term agreements, we typically procure services on a per-order basis.
Although we own and operate assembly and test facilities, as part of our supply resilience and business continuity strategies, we still depend on subcontractors to package, assemble, and test certain of our products at cost-competitive rates.
In May 2021, the Company issued in a public offering $500 million of 1.80% Senior Notes due 2026 and $500 million of 3.00% Senior Notes due 2031 (collectively, the “Notes”), which Notes remain outstanding.
In May 2021, the Company issued in a public offering $500 million of 1.80% Senior Notes due 2026 and $500 million of 3.00% Senior Notes due 2031 (collectively, the “Notes”), which Notes remain outstanding. For further discussion, see Note 16 to Item 8 of this Annual Report on Form 10-K.
If such a product offering were competitive with our solution as to performance, price, and quality, or if the interoperability of our solution with the partner’s baseband products were to be restricted, our business could be adversely impacted.
Such product offerings have been competitive with and may continue to be competitive with our solution as to performance, price, and quality, which has and could continue to negatively impact our business and financial performance, and if the interoperability of our solution with the partner’s products were to be restricted, our business could be further adversely impacted.
Furthermore, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”), which imposes a corporate alternative minimum tax (“CAMT”) of 15% on adjusted financial statement income for certain corporations, as well as an excise tax on corporate stock repurchases.
The Company is subject to a corporate alternative minimum tax (“CAMT”) of 15% on adjusted financial statement income, as well as an excise tax on corporate stock repurchases under the Inflation Reduction Act (“IRA”).
If such a decrease in demand for our products were to occur, it could have an adverse impact on our operating results. Risks Associated with Owning our Common Stock Our stock price has been volatile and may fluctuate in the future. The trading price of our common stock has fluctuated and may continue to fluctuate significantly.
Risks Associated with Owning our Common Stock Our stock price has been volatile and may fluctuate in the future. The trading price of our common stock has fluctuated and may continue to fluctuate significantly.
We are the plaintiff in some of these actions and the defendant in others. Such actions could result in the imposition of various remedies such as injunctions or monetary damages, which if awarded could materially and adversely harm our business.
Such actions could result in the imposition of various remedies such as injunctions or monetary damages, which if awarded could materially and adversely harm our business, subject us to substantial defense costs and expenses, and divert resources and the attention of management from our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe provide training to our employees on our acceptable use policy, our data protection methods, and social engineering tactics used by threat actors, including through simulated phishing attacks. We maintain a cross-functional cybersecurity incident management procedure with defined roles, responsibilities, and reporting protocols that is designed to timely respond to, investigate, mitigate, remediate, and if appropriate, disclose, a cybersecurity incident.
Biggest changeWe maintain a cross-functional cybersecurity incident management procedure with defined roles, responsibilities, and reporting protocols that is designed to timely respond to, investigate, mitigate, remediate, and if appropriate, disclose, a cybersecurity incident. Furthermore, we practice our response to potential cybersecurity incidents through tabletop exercises.
Information about cybersecurity risk is collected as part of our overall enterprise risk management program, including as part of the annual enterprise risk assessment survey conducted by our internal audit team, the results of which are summarized and provided to our Audit Committee.
Information about cybersecurity risk is collected as part of our annual cybersecurity risk assessment and overall enterprise risk management program, including as part of the annual enterprise risk assessment survey conducted by our internal audit team, the results of which are summarized and provided to our Audit Committee.
The Board receives regular reports from the Audit Committee, as well as an annual cybersecurity report from management, including the CIO, highlighting key activities of the Company’s cybersecurity team, including internal initiatives and updates and external engagements with third party cybersecurity firms, recent incidents throughout the industry and the emerging threat landscape.
The Board receives regular reports from the Audit Committee, as well as an annual cybersecurity report or materials from management, including the CIO, highlighting key activities of the Company’s cybersecurity team, including internal initiatives and updates and external engagements with third party cybersecurity firms, recent incidents throughout the industry and the emerging threat landscape.
Our Head of Information Security, who reports to the CIO, has over 20 years of experience managing global information technology and cybersecurity operations and holds multiple industry-recognized certifications such as Certified Information Systems Security Professional and Certificate of Cloud Security Knowledge. 27 Table of Contents
Our Head of Information Security, who reports to the CIO, has over 20 years of experience managing global information technology and cybersecurity operations and holds multiple industry-recognized certifications such as Certified Information Systems Security Professional and Certificate of Cloud Security Knowledge. 33 Table of Contents
Furthermore, we practice our response to potential cybersecurity incidents through tabletop exercises. As part of our selection process for certain third-party service providers, we evaluate components of their cybersecurity risk management programs using various factors. We engage third-party providers to provide ongoing threat monitoring, mitigation strategies, updates on emerging trends, security assessments, and penetration testing.
As part of our selection process for certain third-party service providers, we evaluate components of their cybersecurity risk management programs using various factors. We engage third-party providers to provide ongoing threat monitoring, mitigation strategies, updates on emerging trends, security assessments, and penetration testing.
In connection with the operation of our program, we take into consideration guidance from various recognized cybersecurity industry frameworks and standards such as the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) and the International Organization for Standardization (“ISO”) 27001 standards.
In connection with the operation of our program, we take into consideration guidance from various recognized cybersecurity industry frameworks and standards such as the National Institute of Standards and Technology Cybersecurity Framework (“NIST”) and the International Organization for Standardization (“ISO”) 27001 standards. We are certified and externally audited to ISO / IEC 27001:2022.
This does not mean that we adhere to any particular frameworks or meet any particular standards, but rather that we use industry frameworks and standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
We leverage a controls framework, based on these industry frameworks and standards, as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Added
We provide ongoing cybersecurity training to our employees based on access to our network and roles, which includes annual training to non-factory employees on our acceptable use policy, our data protection methods, and social engineering tactics used by threat actors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table sets forth our principal facilities: Location Owned/Leased Square Footage Primary Function Singapore, Singapore Leased 427,700 Filter manufacturing Osaka, Japan Owned (1) 383,600 Filter manufacturing Mexicali, Mexico Leased 378,000 Manufacturing and office space Mexicali, Mexico Owned 380,000 Manufacturing and office space Irvine, California Leased 218,000 Design center and office space Woburn, Massachusetts Owned 158,000 Manufacturing and office space Newbury Park, California Owned 111,600 Manufacturing and office space Newbury Park, California Leased 110,000 Design center Austin, Texas Leased 98,300 Design center and office space (1) The Company owns the building and the land is leased for approximately 37 additional years expiring in 2061.
Biggest changeThe following table sets forth our principal facilities: Location Owned/Leased Square Footage Primary Function Singapore, Singapore Leased 429,500 Filter manufacturing Osaka, Japan Owned (1) 383,600 Filter manufacturing Mexicali, Mexico Owned 380,000 Manufacturing and office space Mexicali, Mexico Leased 378,000 Manufacturing and office space Irvine, California Leased 218,000 Design center and office space Woburn, Massachusetts Owned 158,000 Manufacturing and office space Newbury Park, California Owned 111,600 Manufacturing and office space Newbury Park, California Leased 110,000 Design center Austin, Texas Leased 98,300 Design center and office space (1) The Company owns the building and the land is leased for approximately 36 additional years expiring in 2061.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4: MINE SAFETY DISCLOSURES . 28 PART II ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES. 29 ITEM 6: RESERVED. 29 ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 30 ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 35 ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 37
Biggest changeITEM 4: MINE SAFETY DISCLOSURES . 34 PART II ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES. 35 ITEM 6: RESERVED. 35 ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 36 ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 42 ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 44 ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 72 ITEM 9A: CONTROLS AND PROCEDURES. 73 ITEM 9B: OTHER INFORMATION. 74

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table provides information regarding repurchases of common stock made during the three months ended September 27, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2) 06/29/24 - 07/26/24 6,244 (3) $116.18 — $1.9 billion 07/27/24 - 08/23/24 10,615 (3) $108.30 — $1.9 billion 08/24/24 - 09/27/24 395 (3) $107.70 — $1.9 billion 17,254 — (1) We announced on February 6, 2023 that our Board of Directors had approved a stock repurchase program on January 31, 2023, which authorizes the repurchase of up to $2.0 billion of our common stock from time to time on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements, and which is scheduled to expire on February 1, 2025.
Biggest changeIssuer Purchases of Equity Securities The following table provides information regarding repurchases of common stock made during the three months ended October 3, 2025: Period Total Number of Shares Purchased Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2) 06/28/25 - 07/25/25 284 (3) $69.94 — $1.2 billion 07/26/25 - 08/29/25 13,057 (3) $73.00 — $1.2 billion 08/30/25 - 10/03/25 83 (3) $66.21 — $1.2 billion 13,424 — (1) We announced on February 5, 2025 that our Board of Directors approved a stock repurchase program on February 4, 2025, which authorizes the repurchase of up to $2.0 billion of our common stock from time to time on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements, and expires on February 3, 2027.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information and Dividends Our common stock is traded on the Nasdaq Global Select Market under the symbol “SWKS”. The number of stockholders of record of our common stock as of November 12, 2024, was 7,658.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information and Dividends Our common stock is traded on the Nasdaq Global Select Market under the symbol “SWKS”. The number of stockholders of record of our common stock as of October 28, 2025 was 7,211.
On November 12, 2024, the Company announced that the Board of Directors had declared a cash dividend of $0.70 per share of common stock, payable on December 24, 2024, to stockholders of record as of December 3, 2024.
On October 28, 2025, the Company announced that the Board of Directors had declared a cash dividend of $0.71 per share of common stock, payable on December 9, 2025, to stockholders of record as of November 18, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe 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 30 Table of Contents 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.
Biggest changeThe 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. 37 Table of Contents • 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.
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.
Cash used in financing activities: Cash used in financing activities consists primarily of cash transactions related to equity and proceeds and payments related to our long-term borrowings.
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.
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.
Based on this definition, our most critical accounting estimates include revenue recognition, which impacts the recording of net revenue; inventory valuation, which impacts the cost of goods sold and gross margin; and income taxes, which impacts the income tax provision. These policies and significant judgments involved are discussed further below.
Based on this definition, our most critical accounting estimates include revenue recognition, which impacts the recording of net revenue; inventory valuation, which impacts the cost of goods sold and gross margin; and income taxes, which impacts the income tax provision. These policies and significant 41 Table of Contents judgments involved are discussed further below.
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. In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources.
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.
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 34 Table of Contents transaction price when sales are recorded. Changes in actual demand or market conditions could adversely or beneficially impact our reserve calculations. Inventory Valuation .
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. Inventory Valuation .
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”). The Revolving Credit Agreement expires July 26, 2026.
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 October 3, 2025, there were no borrowings outstanding under the revolving credit facility (the “Revolver”). The Revolving Credit Agreement expires July 26, 2026.
RESULTS OF OPERATIONS Fiscal Years Ended September 27, 2024, September 29, 2023, and September 30, 2022 The following table sets forth the results of our operations expressed as a percentage of net revenue.
RESULTS OF OPERATIONS 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.
See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 29, 2023, filed with the SEC on November 17, 2023, as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January 26, 2024 (the “2023 10-K”), for Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended September 30, 2022.
See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 27, 2024, filed with the SEC on November 15, 2024, as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January 24, 2025 (the “2024 10-K”), for Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended September 29, 2023.
LIQUIDITY AND CAPITAL RESOURCES Fiscal Years Ended (in millions) September 27, 2024 September 29, 2023 September 30, 2022 Cash and cash equivalents at beginning of period $ 718.8 $ 566.0 $ 882.9 Net cash provided by operating activities 1,824.7 1,856.4 1,424.6 Net cash used in investing activities (355.9) (224.4) (378.9) Net cash used in financing activities (819.0) (1,479.2) (1,362.6) Cash and cash equivalents at end of period $ 1,368.6 $ 718.8 $ 566.0 Cash provided by operating activities: 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.
LIQUIDITY AND CAPITAL RESOURCES Fiscal Years Ended (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 Net cash provided by operating activities 1,300.8 1,824.7 1,856.4 Net cash used in investing activities (234.0) (355.9) (224.4) Net cash used in financing activities (1,274.1) (819.0) (1,479.2) Cash and cash equivalents at end of period $ 1,161.3 $ 1,368.6 $ 718.8 Cash provided by operating activities: 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.
Net Revenue Fiscal Years Ended (dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022 Net revenue $ 4,178.0 (12.5)% $ 4,772.4 (13.0)% $ 5,485.5 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.
Net Revenue Fiscal Years Ended (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 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.
Interest Expense Fiscal Years Ended (dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022 Interest expense $ 30.7 (52.3)% $ 64.4 34.4% $ 47.9 % of net revenue 0.7 % 1.3 % 0.9 % 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. 32 Table of Contents Other Income (Expense), 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) % of net revenue 0.7 % 0.4 % — % The increase in other income, net in fiscal 2024, as compared to fiscal 2023, was primarily due to an increase in interest income generated from cash, cash equivalents, and marketable securities.
Interest Expense Fiscal Years Ended (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 2025, as compared to fiscal 2024, was due to certain debt repayments in prior periods that reduced the amount of outstanding indebtedness. 39 Table of Contents Other Income, Net Fiscal Years Ended (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 % The increase in other income, net in fiscal 2025, as compared to fiscal 2024, was primarily due to an increase in interest income generated from cash, cash equivalents, and marketable securities.
Research and Development Fiscal Years Ended (dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022 Research and development $ 631.7 4.1% $ 606.8 (1.8)% $ 617.9 % of net revenue 15.1 % 12.7 % 11.3 % 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.
Research and Development Fiscal Years Ended (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 % of net revenue 19.2 % 15.1 % 12.7 % 38 Table of Contents 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.
Gross Profit Fiscal Years Ended (dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022 Gross profit $ 1,720.8 (18.3)% $ 2,107.3 (19.1)% $ 2,604.3 % of net revenue 41.2 % 44.2 % 47.5 % Gross profit represents net revenue less cost of goods sold.
Gross Profit Fiscal Years Ended (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 % of net revenue 41.2 % 41.2 % 44.2 % Gross profit represents net revenue less cost of goods sold.
Fiscal Years Ended September 27, 2024 September 29, 2023 September 30, 2022 Net revenue 100.0 % 100.0 % 100.0 % Cost of goods sold 58.8 55.8 52.5 Gross profit 41.2 44.2 47.5 Operating expenses: Research and development 15.1 12.7 11.3 Selling, general, and administrative 7.2 6.6 6.0 Amortization of intangibles — 0.7 1.8 Impairment, restructuring, and other charges 3.6 0.6 0.6 Total operating expenses 25.9 20.6 19.7 Operating income 15.3 23.6 27.8 Interest expense (0.7) (1.3) (0.9) Other income (expense), net 0.7 0.4 — Income before income taxes 15.2 22.6 26.9 Provision for income taxes 1.0 2.0 3.7 Net income 14.3 % 20.6 % 23.2 % General 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.
Fiscal Years Ended October 3, 2025 September 27, 2024 September 29, 2023 Net revenue 100.0 % 100.0 % 100.0 % Cost of goods sold 58.8 58.8 55.8 Gross profit 41.2 41.2 44.2 Operating expenses: Research and development 19.2 15.1 12.7 Selling, general, and administrative 9.1 7.2 6.6 Amortization of intangibles — — 0.7 Restructuring, impairment, and other charges 0.6 3.6 0.6 Total operating expenses 28.9 25.9 20.6 Operating income 12.2 15.3 23.6 Interest expense (0.7) (0.7) (1.3) Other income, net 1.3 0.7 0.4 Income before income taxes 12.9 15.2 22.6 Provision for income taxes 1.2 1.0 2.0 Net income 11.7 % 14.3 % 20.6 % General 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.
Provision for Income Taxes Fiscal Years Ended (dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022 Provision for income taxes $ 40.4 (57.9)% $ 96.0 (52.3)% $ 201.4 % of net revenue 1.0 % 2.0 % 3.7 % 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.
Provision for Income Taxes Fiscal Years Ended (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 $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 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.
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.
For information regarding this change in accounting estimate, see Note 2 to Item 8 of this Annual Report on Form 10-K. 31 Table of Contents Selling, General, and Administrative Fiscal Years Ended (dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022 Selling, general, and administrative $ 300.8 (4.2)% $ 314.0 (4.8)% $ 329.8 % of net revenue 7.2 % 6.6 % 6.0 % 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.
Selling, General, and Administrative Fiscal Years Ended (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 % of net revenue 9.1 % 7.2 % 6.6 % 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 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.
Liquidity: 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.
Liquidity: 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.
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.
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.
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.
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.
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. 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.
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.
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.
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. 40 Table of Contents 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.
Impairment, Restructuring, 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 % of net revenue 3.6 % 0.6 % 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.
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.
The 33 Table of Contents $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.
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.
Amortization of Intangibles Fiscal Years Ended (dollars in millions) September 27, 2024 Change September 29, 2023 Change September 30, 2022 Amortization of intangibles $ 0.9 (97.3)% $ 33.2 (66.4)% $ 98.9 % of net revenue — % 0.7 % 1.8 % 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.
Amortization of Intangibles Fiscal Years Ended (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 % Amortization of intangible assets was consistent in fiscal 2025, as compared to fiscal 2024.
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. See Note 8 to Item 8 of this Annual Report on Form 10-K for additional information regarding income taxes.
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.
Removed
Impairment, restructuring, and other charges in fiscal 2023 were primarily due to employee severance costs and impairment charges on divested assets.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
We and Qorvo each have termination rights under the Merger Agreement.
Added
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.
Added
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.
Added
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.
Added
The receipt of financing by us is not a condition to our obligation to consummate the Mergers. 36 Table of Contents 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.
Added
As of October 24, 2025, the SBV Stockholders collectively held approximately 8% of Qorvo’s issued and outstanding shares.
Added
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.
Added
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.
Added
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.
Added
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.
Added
Restructuring, Impairment, and Other Charges Fiscal Years Ended (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 % Restructuring, impairment, and other charges in fiscal 2025 was primarily due to certain management severance costs incurred in connection with Chief Executive Officer transition.
Added
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.
Added
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”).
Added
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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+2 added−1 removed5 unchanged
Biggest changeHowever, fluctuations in currency exchange rates could have a greater effect on our business or results of operations in the future to the extent our expenses increasingly become denominated in foreign currencies. 35 Table of Contents We may enter into foreign currency forward and options contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows, and net investments in foreign subsidiaries.
Biggest changeWe may enter into foreign currency forward and options contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows, and net investments in foreign subsidiaries.
Our investment portfolio consists of cash and cash equivalents (money market funds, corporate bonds and notes, and U.S. Treasury and government securities purchased with less than ninety days until maturity) that total approximately $1,368.6 million, and marketable securities (U.S.
Our investment portfolio consists of cash and cash equivalents (money market funds, municipal bonds, corporate bonds and notes, and U.S. Treasury and government securities purchased with less than ninety days until maturity) that total approximately $1,161.3 million, and marketable securities (U.S.
Based on our results of operations for the fiscal year ended September 27, 2024, a hypothetical reduction in the interest rates on our cash, cash equivalents, and other investments to zero would result in an immaterial reduction of interest income with a de minimis impact on income before taxes.
Based on our results of operations for the fiscal year ended October 3, 2025, a hypothetical reduction in the interest rates on our cash, cash equivalents, and other investments of 100 basis points would result in an immaterial reduction of interest income with a de minimis impact on income before taxes.
For the fiscal years ended September 27, 2024, September 29, 2023, and September 30, 2022, we had foreign exchange losses of $5.2 million, foreign exchange gains of $1.7 million, and foreign exchange losses of $1.4 million, respectively.
For the fiscal years ended October 3, 2025, September 27, 2024, and September 29, 42 Table of Contents 2023, we had foreign exchange losses of $1.0 million and $5.2 million, and foreign exchange gains of $1.7 million, respectively.
Credit risk associated with our investments is not material because our investments are diversified across several types of securities with high credit ratings, which reduces the amount of credit exposure to any one investment.
Our marketable securities have short-term and long-term maturity periods between 90 days and two years. Credit risk associated with our investments is not material because our investments are diversified across several types of securities with high credit ratings, which reduces the amount of credit exposure to any one investment.
However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. As of September 27, 2024, we had not entered into any outstanding foreign currency forward or options contracts with financial institutions. 36 Table of Contents
However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures.
Treasury and government securities, corporate bonds and notes, and municipal bonds) that total approximately $194.1 million and $11.4 million within short-term and long-term marketable securities, respectively, as of September 27, 2024. The main objectives of our investment activities are liquidity and preservation of capital.
Treasury and government securities and corporate bonds and notes) of approximately $212.9 million and $14.2 million within short-term and long-term marketable securities, respectively, as of October 3, 2025. The main objectives of our investment activities are liquidity and preservation of capital. Our cash equivalent investments have short-term maturity periods that dampen the impact of market or interest rate risk.
Removed
Our cash equivalent investments have short-term maturity periods that dampen the impact of market or interest rate risk. Our marketable securities have short-term maturity periods less than one year.
Added
However, fluctuations in currency exchange rates could have a greater effect on our business or results of operations in the future to the extent our expenses increasingly become denominated in foreign currencies.
Added
For the fiscal years ended October 3, 2025, September 27, 2024, and September 29, 2023, we had not entered into any outstanding foreign currency forward or options contracts with financial institutions. 43 Table of Contents

Other SWKS 10-K year-over-year comparisons