SKYWORKS SOLUTIONS INC
For the period ended Sep 27, 2024. Filed Nov 15, 2024.
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FY2024 · Filed Nov 15, 2024
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ITEM 15. : EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following are filed as part of this Annual Report on Form 10-K:
| 1. | Index to Financial Statements | Page number in this report |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) | Page 38 | |
| Consolidated Statements of Operations for the three years ended September 27, 2024 | Page 40 | |
| Consolidated Statements of Comprehensive Income for the three years ended September 27, 2024 | Page 41 | |
| Consolidated Balance Sheets at September 27, 2024, and September 29, 2023 | Page 42 | |
| Consolidated Statements of Cash Flows for the three years ended September 27, 2024 | Page 43 | |
| Consolidated Statements of Stockholders’ Equity for the three years ended September 27, 2024 | Page 44 | |
| Notes to Consolidated Financial Statements | Page 45 through 63 | |
| All required schedule information is included in the Notes to Consolidated Financial Statements or is omitted because it is either not required or not applicable. | ||
| 3. | The Exhibits listed in the Exhibit Index immediately following this Item 15 are filed as a part of this Annual Report on Form 10-K. |
(b) Exhibits
The exhibits required by Item 601 of Regulation S-K are filed herewith and incorporated by reference herein. The response to this portion of Item 15 is submitted under Item 15 (a) (3).
EXHIBIT INDEX
| Exhibit Number · Exhibit Description · Form · Incorporated by Reference · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| File No. · Exhibit · Filing Date | ||||||
| 2.1^ | Asset Purchase Agreement, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and Silicon Laboratories Inc. | 8-K | 001-05560 | 2.1 | 4/22/2021 | |
| 3.1 | Restated Certificate of Incorporation | 10-Q | 001-05560 | 3.1 | 8/8/2023 | |
| 3.2 | Fourth Amended and Restated By-laws | 8-K | 001-05560 | 3.1 | 5/12/2023 | |
| 4.1 | Specimen Certificate of Common Stock | S-3 | 333-92394 | 4 | 7/15/2002 | |
| 4.2 | Description of Capital Stock | 10-K | 001-05560 | 4.2 | 11/14/2019 | |
| 4.3 | Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association | 8-K | 001-05560 | 4.1 | 5/26/2021 | |
| 4.4 | First Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association | 8-K | 001-05560 | 4.2 | 5/26/2021 | |
| 4.5 | Second Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association | 8-K | 001-05560 | 4.3 | 5/26/2021 | |
| 4.6 | Third Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association | 8-K | 001-05560 | 4.4 | 5/26/2021 | |
| 10.1* | Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as Amended | 10-Q | 001-05560 | 10.2 | 7/31/2024 | |
| 10.2* | Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan, as Amended | 10-Q | 001-05560 | 10.3 | 7/31/2024 | |
| 10.3* | Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended | 10-Q | 001-05560 | 10.1 | 5/4/2022 | |
| 10.4* | Form of Nonstatutory Stock Option Agreement under the Company’s 2008 Director Long-Term Incentive Plan | 10-Q | 001-05560 | 10.OO | 5/7/2008 | |
| 10.5* | Form of Restricted Stock Unit Agreement under the Company’s 2008 Director Long-Term Incentive Plan | 10-Q | 001-05560 | 10.2 | 5/4/2016 | |
| 10.6* | Skyworks Solutions, Inc. Second Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to Annex 1 to the Company's Definitive Proxy Statement filed with the SEC on March 28, 2024) | DEF 14A | 001-05560 | 3/28/2024 | ||
| 10.7* | Form of Nonstatutory Stock Option Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan | X | ||||
| 10.8* | Form of Performance Share Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan | X | ||||
| 10.9* | Form of Restricted Stock Unit Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan | X | ||||
| 10.10*^ | Fiscal Year 2024 Executive Incentive Plan | 10-Q | 001-05560 | 10.1 | 1/31/2024 | |
| 10.11* | Skyworks Solutions, Inc. Cash Compensation Plan for Directors | 10-Q | 001-05560 | 10.1 | 5/1/2024 | |
| 10.12* | Second Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Liam Griffin | 10-Q | 001-05560 | 10.1 | 8/8/2023 | |
| Exhibit Number · Exhibit Description · Form · Incorporated by Reference · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| File No. · Exhibit · Filing Date | ||||||
| 10.13* | Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kris Sennesael | 10-Q | 001-05560 | 10.2 | 8/8/2023 | |
| 10.14* | Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Robert J. Terry | 10-Q | 001-05560 | 10.3 | 8/8/2023 | |
| 10.15* | Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Carlos S. Bori | 10-Q | 001-05560 | 10.4 | 8/8/2023 | |
| 10.16* | Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kari A. Durham | 10-Q | 001-05560 | 10.5 | 8/8/2023 | |
| 10.17* | Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Reza Kasnavi | 10-Q | 001-05560 | 10.6 | 8/8/2023 | |
| 10.18 | Debt Commitment Letter, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and JPMorgan Chase Bank, N.A | 8-K | 001-05560 | 10.1 | 4/22/2021 | |
| 10.19^ | Revolving Credit Agreement, dated as of May 21, 2021, among the Company, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent | 8-K | 001-05560 | 10.2 | 5/26/2021 | |
| 10.20^ | First Amendment, dated as of March 6, 2023, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Revolving Credit Agreement, dated as of May 21, 2021, by and among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and the administrative agent | 8-K | 001-05560 | 10.2 | 3/10/2023 | |
| 19 | Skyworks Solutions, Inc. Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information | X | ||||
| 21 | Subsidiaries of the Company | X | ||||
| 23.1 | Consent of KPMG LLP | X | ||||
| 31.1 | Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2 | Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Skyworks Solutions, Inc. Executive Compensation Recovery Policy | X | ||||
| Exhibit Number | Exhibit Description | Form | Incorporated by Reference | Filed Herewith | |
| File No. | Exhibit | Filing Date | |||
| 101.INS | Inline 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.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |||
| 104 | Cover 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.
^ Portions of this exhibit have been omitted because such information is not material and is the type of information that the Registrant treats as private or confidential.
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