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SKYWORKS SOLUTIONS, INC. - Quarter Report: 2024 June (Form 10-Q)

Balance at June 30, 2023
 $ $ $ $()$ 
See accompanying Notes to Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     


, 2024 consists of 52 weeks (“fiscal ”). The fiscal year ended on September 29, 2023 consisted of 52 weeks (“fiscal 2023”). The three and nine months ended June 28, 2024, and June 30, 2023, each consisted of 13 weeks and 39 weeks, respectively.


to reflect more closely the estimated economic lives of those assets. This change in estimate was applied prospectively effective during the first quarter of fiscal and resulted in a decrease in depreciation expense of $ million and $ million for the three and nine months ended June 28, 2024, respectively. This benefit decreased cost of goods sold by $ million and $ million and decreased research and development expenses by $ million and $ million for the three and nine months ended June 28, 2024, respectively, and decreased ending inventory by $ million as of June 28, 2024. As a result of this change in accounting estimate, net income increased by $ million and $ million and diluted earnings per share increased by $ and $ for the three and nine months ended June 28, 2024, respectively.
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2.    

 $ $ $ China    Taiwan    South Korea    Europe, Middle East, and Africa    Other Asia-Pacific    Total net revenue$ $ $ $ 

Net revenue by sales channel is as follows (in millions):
Three Months EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 30, 2023
Distributors $ $ $ $ 
Direct customers    
Total net revenue$ $ $ $ 


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3.    

 $ $ $ Corporate bonds and notes    Municipal bonds    Total marketable securities$ $ $ $ 


4.    

 $ $ $ $ $ $ $ U.S. Treasury and government securities        Corporate bonds and notes         Municipal bonds        Total assets at fair value$ $ $ $ $ $ $ $ 

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis
The Company’s non-financial assets and liabilities, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and are subsequently re-measured if there are indicators of impairment. During the three and nine months ended June 28, 2024, the Company recorded impairment charges of $ million and $ million, respectively. The impairment charges for the nine months ended June 28, 2024 primarily related to the abandonment of a previously capitalized in-process research and development (“IPR&D”) project. During the three months ended June 30, 2023, there were indicators of impairment identified. During the nine months ended June 30, 2023, the Company recorded impairment charges of $ million.

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 $ $ $ 3.00% Senior Notes due 2031    Total debt under Senior Notes$ $ $ $ 

5.     

 $ Work-in-process  Finished goods  Total inventory$ $ 

6.     

 $ Buildings and improvements  Furniture and fixtures  Machinery and equipment  Construction in progress  Total property, plant, and equipment, gross  Accumulated depreciation()()Total property, plant, and equipment, net$ $ 

7.     

changes to the carrying amount of goodwill during the three and nine months ended June 28, 2024.

The Company tests its goodwill for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value of goodwill may be impaired. There were indicators of impairment noted during the three and nine months ended June 28, 2024.

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$ $()$ $ $()$ Technology licenses ()  () In-process research and development      Total intangible assets$ $()$ $ $()$ 

Fully amortized intangible assets are eliminated from both the gross and accumulated amortization amounts in the first quarter of each fiscal year. During the three months ended June 28, 2024, $ million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of years. During the nine months ended June 28, 2024, $ million of IPR&D assets were transferred to definite-lived intangible assets, of which $ million is being amortized over their useful lives of years and $ million is being amortized over their useful lives of years. During the nine months ended June 30, 2023, $ million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of years. Amortization expense related to definite-lived intangible assets was $ million and $ million for the three and nine months ended June 28, 2024, respectively. Amortization expense related to definite-lived intangible assets was $ million and $ million for the three and nine months ended June 30, 2023, respectively.

 $ $ $ $ $ 

8.    

 $ $ $ Foreign income taxes    Provision for income taxes$ $ $ $ Effective tax rate % % % %

The difference between the Company’s effective tax rate and the % United States federal statutory rate for the three and nine months ended June 28, 2024 and June 30, 2023 resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, a benefit from foreign-derived intangible income deduction (“FDII”), and research and experimentation and foreign tax credits earned, partially offset by a tax on global intangible low-taxed income (“GILTI”), and tax expense related to share-based compensation shortfalls.

. CAMT had no impact to the Company’s consolidated financial statements for the three and nine months ended June 28, 2024.

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9.    

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

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10.     

 billion of its common stock from time to time through , on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements. The January 31, 2023 stock repurchase program succeeds in its entirety the stock repurchase program approved by the Board of Directors on January 26, 2021 (“January 26, 2021 stock repurchase program”). The timing and amount of any shares of the Company’s common stock that are repurchased under the January 31, 2023 stock repurchase program will be determined by the Company’s management based on its evaluation of market conditions and other factors. The January 31, 2023 stock repurchase program may be suspended or discontinued at any time. The Company currently expects to fund the January 31, 2023 stock repurchase program using the Company’s working capital.

During the three and nine months ended June 28, 2024, the Company paid $ million (including commissions and excise tax, as applicable) in connection with the repurchase of million shares of its common stock (paying an average price of $ per share), all of which shares were repurchased pursuant to the January 31, 2023 stock repurchase program. As of June 28, 2024, $ billion remained available under the January 31, 2023 stock repurchase program.

During the three months ended June 30, 2023, the Company did not repurchase any shares of its common stock pursuant to the January 31, 2023 stock repurchase program. During the nine months ended June 30, 2023, the Company paid $ million (including commissions) in connection with the repurchase of million shares of its common stock (paying an average price of $ per share), all of which shares were repurchased pursuant to the January 26, 2021 stock repurchase program.

Dividends
On , the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $ per share. This dividend is payable on , to the Company’s stockholders of record as of the close of business on .

, 2024September 29, 2023Per ShareTotal AmountPer ShareTotal AmountFirst quarter$ $ $ $ Second quarter    Third quarter    Total dividends$ $ $ $ 

Share-based Compensation
 $ $ $ Research and development    Selling, general, and administrative    Total share-based compensation$ $ $ $ 

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11.     

 $ $ $ Weighted average shares outstanding – basic    Dilutive effect of equity-based awards    Weighted average shares outstanding – diluted    Net income per share – basic$ $ $ $ Net income per share – diluted$ $ $ $ Anti-dilutive common stock equivalents    

Basic earnings per share are calculated by dividing net income by the weighted average number of shares of the Company’s common stock outstanding during the period. The calculation of diluted earnings per share includes the dilutive effect of equity-based awards that were outstanding during the three and nine months ended June 28, 2024, and June 30, 2023, using the treasury stock method. Shares issuable upon the vesting of performance stock awards are likewise included in the calculation of diluted earnings per share as of the date the condition(s) have been satisfied, assuming the end of the reporting period was the end of the contingency period. Certain of the Company’s outstanding share-based awards, noted in the table above, were excluded because they were anti-dilutive, but they could become dilutive in the future.

12.     

 $ Other  Total other current assets$ $ 

 $ Accrued taxes  Short-term operating lease liabilities  Other  Total other current liabilities$ $ 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This report and other documents we have filed with the SEC contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the “safe harbor” created by those sections. Any statements that are not statements of historical fact should be considered to be forward-looking statements. Words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” targets,” “will,” “would,” and similar expressions or variations or negatives of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements in this report. Additionally, statements concerning future matters such as the possible impacts of geopolitical conflicts, inflation, recession, and global health crises, as well as the development of new products, enhancements of technologies, sales levels, expense levels, the benefits of acquisitions we have made or may make in the future, and other statements regarding matters that are not historical are forward-looking statements. Although forward-looking statements in this report reflect the good faith judgment of our management as of the date the statement is first made, such statements can only be based on facts and factors then known and understood by us. Consequently, forward-looking statements involve inherent risks and uncertainties, and actual financial results and outcomes may differ materially and adversely from the results and outcomes discussed in, or anticipated by, the forward-looking statements. A number of important factors could cause actual financial results to differ materially and adversely from those in the forward-looking statements. We urge you to consider the risks and uncertainties discussed in the 2023 10-K, under the heading “Risk Factors” and in the other documents filed by us with the SEC in evaluating our forward-looking statements. We have no plans, and undertake no obligation, to revise or update our forward-looking statements to reflect any event or circumstance that may arise after the date of the initial filing of this Quarterly Report on Form 10-Q. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.

In this document, the words “we,” “our,” “ours,” “us,” and “the Company” refer only to Skyworks Solutions, Inc., and its subsidiaries and not any other person or entity.

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RESULTS OF OPERATIONS

Three and Nine Months Ended June 28, 2024, and June 30, 2023
The following table sets forth the results of our operations expressed as a percentage of net revenue:
Three Months EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 30, 2023
Net revenue100.0 %100.0 %100.0 %100.0 %
Cost of goods sold59.8 56.7 59.1 54.2 
Gross profit40.2 43.3 40.9 45.8 
Operating expenses:
Research and development17.7 13.8 14.8 12.9 
Selling, general, and administrative7.9 7.2 7.2 6.8 
Amortization of intangibles— 0.4 — 0.8 
Restructuring, impairment, and other charges0.2 0.4 0.6 0.8 
Total operating expenses25.8 21.8 22.6 21.3 
Operating income14.4 21.5 18.3 24.4 
Interest expense 0.7 1.5 0.8 1.5 
Other income, net
1.1 0.7 0.8 0.4 
Income before income taxes14.8 20.7 18.3 23.4 
Provision for income taxes1.4 2.5 1.3 2.7 
Net income13.4 %18.3 %17.0 %20.8 %

OVERVIEW

We, together with our consolidated subsidiaries, are empowering the wireless networking revolution. Our highly innovative analog and mixed-signal semiconductors are connecting people, places, and things spanning a number of new and previously unimagined applications within the aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and wearable markets.

General
During the three months ended June 28, 2024, the following key factors contributed to our overall results of operations, financial position, and cash flows:

•Net revenue decreased to $905.5 million for the three months ended June 28, 2024, as compared to $1,071.2 million for the corresponding period in fiscal 2023, driven primarily by a decrease in demand for our mobile and mixed-signal products.

•Our ending cash, cash equivalents, and marketable securities balance increased to $1,283.9 million. The increase in cash, cash equivalents, and marketable securities during the three months ended June 28, 2024, was primarily due to cash generated from operations of $273.5 million, partially offset by dividend payments of $109.1 million, share repurchases of $77.4 million, and capital expenditures of $24.4 million.

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Net Revenue
Three Months EndedNine Months Ended
(dollars in millions)June 28, 2024ChangeJune 30, 2023June 28, 2024ChangeJune 30, 2023
Net revenue$905.5 (15.5)%$1,071.2 $3,153.0 (11.3)%$3,553.6 

We market and sell our products directly to OEMs of communications and electronics products, third-party original design manufacturers and contract manufacturers, and indirectly through electronic components distributors. We generally experience seasonal peaks during our fourth and first fiscal quarters (which correspond to the second half of the calendar year), primarily as a result of increased worldwide production of consumer electronics in anticipation of holiday sales, whereas our second and third fiscal quarters are typically lower and in line with seasonal industry trends.

The decrease in net revenue for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was driven primarily by a decrease in demand for our mobile and mixed-signal products.

Gross Profit
Three Months EndedNine Months Ended
(dollars in millions)June 28, 2024ChangeJune 30, 2023June 28, 2024ChangeJune 30, 2023
Gross profit$364.1 (21.5)%$464.1 $1,291.0 (20.8)%$1,629.2 
% of net revenue40.2 %43.3 %40.9 %45.8 %

Gross profit represents net revenue less cost of goods sold. Our cost of goods sold consists primarily of purchased materials, labor, and overhead (including depreciation, share-based compensation expense, and amortization of acquisition intangibles) associated with product manufacturing. Erosion of average selling prices of established products is typical of the semiconductor industry. Consistent with trends in the industry, we anticipate that average selling prices for our established products will continue to decline over time. As part of our normal course of business, we intend to improve gross profit with efforts to increase unit volumes, improve manufacturing efficiencies, lower manufacturing costs of existing products, and by introducing new and higher value-added products.

The decrease in gross profit for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily the result of an unfavorable product mix, lower unit volumes, and lower average selling prices.

Research and Development
Three Months EndedNine Months Ended
(dollars in millions)June 28, 2024ChangeJune 30, 2023June 28, 2024ChangeJune 30, 2023
Research and development$160.7 8.6%$148.0 $468.1 1.8%$460.0 
% of net revenue17.7 %13.8 %14.8 %12.9 %

Research and development expenses consist primarily of direct personnel costs including share-based compensation expense, costs for pre-production evaluation, and testing of new devices, non-production masks, engineering prototypes, and design tool costs.

The increase in research and development expenses for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily related to an increase in certain headcount-related expenses as a result of our increased investment in developing new technologies and products, partially offset by a decrease in depreciation expense as a result of extending the useful lives of certain machinery and equipment. For information regarding this change in accounting estimate, refer to Note 1 of the Notes to Consolidated Financial Statements.

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Selling, General, and Administrative
Three Months EndedNine Months Ended
(dollars in millions)June 28, 2024ChangeJune 30, 2023June 28, 2024ChangeJune 30, 2023
Selling, general, and administrative$71.2 (7.8)%$77.2 $226.7 (5.8)%$240.7 
% of net revenue7.9 %7.2 %7.2 %6.8 %

Selling, general, and administrative expenses include legal and related costs, accounting, treasury, human resources, information systems, customer service, bad debt expense, sales commissions, share-based compensation expense, advertising, marketing, costs associated with business combinations completed or contemplated during the period, and other costs.

The decrease in selling, general, and administrative expenses for the three and nine months ended June 28, 2024, as compared with the corresponding periods in 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.

Amortization of Intangibles
Three Months EndedNine Months Ended
(dollars in millions)June 28, 2024ChangeJune 30, 2023June 28, 2024ChangeJune 30, 2023
Amortization of intangibles$0.2 (94.7)%$3.8 $0.7 (97.6)%$29.5 
% of net revenue— %0.4 %— %0.8 %

The decrease in amortization expense for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily due to certain intangible assets that were acquired in prior fiscal years reaching the end of their useful lives.

Restructuring, Impairment, and Other Charges
Three Months EndedNine Months Ended
(dollars in millions)June 28, 2024ChangeJune 30, 2023June 28, 2024ChangeJune 30, 2023
Restructuring, impairment, and other charges
$1.6 (63.6)%$4.4 $17.5 (37.5)%$28.0 
% of net revenue0.2 %0.4 %0.6 %0.8 %

Restructuring, impairment, and other charges for the three months ended June 28, 2024 was primarily due to employee severance costs. Restructuring, impairment, and other charges for the nine months ended June 28, 2024 was primarily related to the abandonment of a previously capitalized IPR&D project.

Restructuring, impairment, and other charges for the three months ended June 30, 2023 was primarily due to employee severance costs. Restructuring, impairment, and other charges for the nine months ended June 30, 2023 was primarily due to impairment charges on divested assets.

Interest Expense
Three Months EndedNine Months Ended
(dollars in millions)June 28, 2024ChangeJune 30, 2023June 28, 2024ChangeJune 30, 2023
Interest expense$6.6 (59.3)%$16.2 $23.8 (54.2)%$52.0 
% of net revenue0.7 %1.5 %0.8 %1.5 %

The decrease in interest expense for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was due to the repayment of the outstanding balance on the Term Loans (as defined below).

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Other Income, Net
Three Months EndedNine Months Ended
(dollars in millions)June 28, 2024ChangeJune 30, 2023June 28, 2024ChangeJune 30, 2023
Other income, net$9.6 26.3%$7.6 $23.8 75.0%$13.6 
% of net revenue1.1 %0.7 %0.8 %0.4 %

The increase in other income, net for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily due to an increase in interest income generated from marketable securities.

Provision for Income Taxes
Three Months EndedNine Months Ended
(dollars in millions)June 28, 2024ChangeJune 30, 2023June 28, 2024ChangeJune 30, 2023
Provision for income taxes$12.5 (52.5)%$26.3 $42.5 (55.1)%$94.6 
% of net revenue1.4 %2.5 %1.3 %2.7 %

We recorded a provision for income taxes of $12.5 million (which consisted of $8.6 million and $3.9 million related to United States and foreign income taxes, respectively) and $42.5 million (which consisted of $16.0 million and $26.5 million related to United States and foreign income taxes, respectively) for the three and nine months ended June 28, 2024, respectively.

The decrease in income tax expense for the three and nine months ended June 28, 2024, as compared with the corresponding periods in fiscal 2023, was primarily due to lower income from operations and a lower tax on GILTI, partially offset by an increase in the shortfall in tax deductions for share-based compensation.

LIQUIDITY AND CAPITAL RESOURCES
Nine Months Ended
(in millions)June 28, 2024June 30, 2023
Cash and cash equivalents at beginning of period$718.8 $566.0 
Net cash provided by operating activities1,348.6 1,490.9 
Net cash used in investing activities(84.5)(146.2)
Net cash used in financing activities(719.5)(1,189.1)
Cash and cash equivalents at end of period$1,263.4 $721.6 

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. The $142.3 million decrease in cash provided by operating activities during the nine months ended June 28, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to lower net income, partially offset by favorable changes in working capital of $109.3 million, due primarily to a decrease in inventory.

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. The $61.7 million decrease in cash used in investing activities during the nine months ended June 28, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to a decrease of $256.4 million in purchases of marketable securities and a decrease of $66.0 million in cash used for capital expenditures, partially offset by a decrease of $263.7 million in sales of marketable securities.

Cash used in financing activities:
Cash used in financing activities consists primarily of proceeds and payments related to our long-term borrowings and cash transactions related to equity. The $469.6 million decrease in cash used in financing activities during the nine months ended June 28, 2024, as compared with the corresponding period in fiscal 2023, was primarily related to a decrease of $400.0 million for the
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repayment of debt, a decrease of $98.0 million in stock repurchase activity, partially offset by an increase of $30.4 million in dividend payments.

Liquidity:
Cash, cash equivalents, and marketable securities totaled $1,283.9 million as of June 28, 2024, representing an increase of $545.4 million from September 29, 2023.

We have outstanding $500.0 million of Notes Due 2026 and $500.0 million of Notes Due 2031 (the “Notes”). During the nine months ended June 28, 2024, we repaid $300.0 million of outstanding borrowings under the term loans (the “Term Loans”) that the Company borrowed on July 26, 2021 under a $1.0 billion term loan facility (the “Term Loan Facility”). As of June 28, 2024, there were no borrowings outstanding under the Term Loan Facility. 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 June 28, 2024, there were no borrowings outstanding under the revolving credit facility (the “Revolver”). The Revolving Credit Agreement expires July 26, 2026.

Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, the cash we expect to generate from operations, and funds from our Revolver, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from: research and development, capital expenditures, potential acquisitions, working capital, quarterly cash dividend payments (if such dividends are declared by the Board of Directors), outstanding commitments, and other liquidity requirements associated with existing operations. However, we cannot be certain that our cash on hand, cash generated from operations, and funds from our Revolver will be available in the future to fund all of our capital and operating requirements. In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources. If we are unable to obtain sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and operations could be materially and adversely affected.

Our invested cash balances primarily consist of highly liquid marketable securities that are available to meet near-term cash requirements including: money market funds, U.S. Treasury and government securities, corporate bonds and notes, and municipal bonds.

Our contractual obligations disclosure in the 2023 10-K has not materially changed since we filed that report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are subject to overall financial market risks, such as changes in market liquidity, credit quality, investment risk, interest rate risk, and foreign exchange rate risk as described below.

Investment and Interest Rate Risk
Our exposure to interest rate and general market risks relates to our investment portfolio. Our investment portfolio consists of cash and cash equivalents (money market funds, municipal bonds, and U.S. Treasury and government securities purchased with less than ninety days until maturity) that total approximately $1,263.4 million, and marketable securities (U.S. Treasury and government securities, corporate bonds and notes, and municipal bonds) that total approximately $5.6 million and $14.9 million within short-term and long-term marketable securities, respectively, as of June 28, 2024.

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. Our marketable securities have short-term maturity periods less than one year. 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.

Based on our results of operations for the three and nine months ended June 28, 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.

We do not believe that investment or interest rate risks currently pose material exposures to our business or results of operations.

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Foreign Exchange Rate Risk
Substantially all sales to customers and arrangements with third-party manufacturers provide for pricing and payment in United States dollars, thereby reducing the impact of foreign exchange rate fluctuations on our results. A percentage of our international operational expenses are denominated in foreign currencies, and exchange rate volatility could positively or negatively impact those operating costs. Increases in the value of the United States dollar relative to other currencies could make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the United States dollar relative to other currencies could result in our suppliers raising their prices to continue doing business with us. Given the relatively small number of customers and arrangements with third-party manufacturers denominated in foreign currencies, we do not believe that foreign exchange volatility has a material impact on our current business or results of operations. 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.

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. 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. For the three and nine months ended June 28, 2024 and June 30, 2023, we had not entered into any outstanding foreign currency forward or options contracts with financial institutions.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 28, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on management’s evaluation of our disclosure controls and procedures as of June 28, 2024, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting
During the third quarter of fiscal 2024, we completed the implementation of our new enterprise resource planning (“ERP”) system and have modified certain existing internal control processes and procedures related to the new system. These changes did not materially affect our internal control over financial reporting. As we implement new functionality under this ERP system, we will continue to assess the impact on our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.

Refer to Note 9 of the Notes to Consolidated Financial Statements for a detailed discussion.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A Risk Factors in the 2023 10-K, which could materially affect our business, financial condition, or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table provides information regarding repurchases of common stock made during the three months ended June 28, 2024:
PeriodTotal Number of Shares PurchasedAverage 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)
03/30/24 - 04/26/24755(3)$105.48—$2.0 billion
04/27/24 - 05/24/249,425(3)$94.39—$2.0 billion
05/25/24 - 06/28/24763,767$101.33763,767$1.9 billion
Total773,947763,767
(1) The stock repurchase program approved by the Board of Directors on January 31, 2023 authorized 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 1, 2025.
(2) The Company’s net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred reduces the amount available under the repurchase program, as applicable, and is included in the cost of shares repurchased in the Consolidated Statement of Stockholders’ Equity and the calculation of the average price paid per share.
(3) Represents shares repurchased by us at the fair market value of the common stock as of the applicable purchase date, in connection with the satisfaction of tax withholding obligations under equity award agreements.


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,
Until , or such earlier date upon which all transactions are completed or expire without execution
Sale of up to shares
,
Until , or such earlier date upon which all transactions are completed or expire without execution
Sale of up to shares
,
Until , or such earlier date upon which all transactions are completed or expire without execution
Sale of up to shares

None of our directors or officers a Rule 10b5-1 trading arrangement or or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

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ITEM 6. EXHIBITS.
Exhibit
Number
Exhibit DescriptionFormIncorporated by ReferenceFiled Herewith
File No.ExhibitFiling Date
10.1*X
10.2*
X
10.3*
X
31.1X
31.2X
32.1X
32.2X
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
* Indicates a management contract or compensatory plan or arrangement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 SKYWORKS SOLUTIONS, INC.
Date:July 30, 2024By: /s/ Liam K. Griffin
  Liam K. Griffin
  Chairman, Chief Executive Officer and President
(Principal Executive Officer)
 By: /s/ Kris Sennesael
  Kris Sennesael
  Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
By: /s/ Philip Carter
Philip Carter
Vice President and Corporate Controller
(Principal Accounting Officer)
25

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