SKYWORKS SOLUTIONS, INC.
For the period ended Oct 2, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Nov 10, 2026
SWKS$82.71-0.1%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-10-03; filed 2025-11-07.
0000004127-25-000085
ITEM 7. : MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2026-10-02; filed 2026-11-10.
0000004127-26-000055
ITEM 7. : MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 68 previous paragraphs and 61 current paragraphs.
30 unchanged; 19 reworded; 11 added; 19 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
We, together with our consolidated subsidiaries, are a U.S.-based global leader in high-performance radio frequency (“RF”), power management, and analog and mixed-signal semiconductor products and solutions, serving mobile and a broad range of diversified markets, including physical AI and connected edge, defense and aerospace, data center and networking, and automotive.
Current report
Completed Combination With Qorvo
Current report
On October 5, 2026, we completed the acquisition of Qorvo, Inc. (“Qorvo”), pursuant to two merger transactions involving cash-and-stock consideration (the “Mergers”). Pursuant to the Agreement and Plan of Merger dated October 27, 2025 (the “Merger Agreement”), Qorvo became a wholly owned subsidiary of Skyworks.
Current report
We funded the cash portion of the Mergers with the net proceeds from the issuance of an aggregate of $2,000.0 million in senior notes, comprised of $800.0 million of 5.00% Senior Notes due 2028 (the “2028 Notes”), $600.0 million of 5.75% Senior Notes due 2032 (the “2032 Notes”), and $600.0 million of 6.25% Senior Notes due 2036 (the “2036 Notes”), that we issued on August 10, 2026, as well as cash on hand and funds from our revolver.
Current report
In connection with the completion of the Mergers, we also completed the previously announced exchange offers for $1,550.0 million of outstanding senior notes of Qorvo. Pursuant to the exchange offers, participating holders exchanged their Qorvo senior notes for newly issued senior notes of Skyworks having substantially similar terms. Refer to Note 17 to Item 8 of this Annual Report on Form 10-K for additional information related to the Mergers and exchanged notes.
Current report
For more information on risks related to the completed Mergers, see Part I, Item 1A, Risk Factors, “Risks Related to Strategic Transactions and Indebtedness” of this Annual Report on Form 10-K. The discussions below related to our business and financial results for fiscal 2026 and prior periods do not include any impact from or information relating to the Mergers.
Current report
Restructuring, impairment, and other charges in fiscal 2026 were primarily due to costs associated with facility consolidation and closure and impairment charges on other current assets and certain assets held for sale. The assets classified as held for sale as of October 2, 2026 were not material.
Current report
The increase in interest expense in fiscal 2026, as compared to fiscal 2025, was due to the issuance of the 2028 Notes, the 2032 Notes, and the 2036 Notes in August 2026. Interest expense is estimated to increase in fiscal 2027 as our average borrowings outstanding are expected to be higher than in fiscal 2026.
Current report
The decrease in income tax expense in fiscal 2026, as compared to fiscal 2025, was primarily due to lower taxes, driven by the decrease in earnings, partially offset by an increase in share-based compensation shortfalls, uncertain tax positions, transaction costs related to the transaction with Qorvo, and a lower foreign-derived intangible income deduction benefit.
Current report
Cash provided by financing activities:
Current report
In connection with the completion of the Mergers and subsequent to fiscal year-end, we used the proceeds from the 2028 Notes, the 2032 Notes, and the 2036 Notes to partially fund the cash consideration for the Mergers, with additional funding provided by our cash on hand and funds from our revolver. We also assumed $1,550.0 million of outstanding senior notes of Qorvo through the issuance of new senior notes of the Company following the completion of the exchange offers and by the remaining outstanding indebtedness under outstanding senior notes of Qorvo following the completion of the exchange offers.
Removed paragraphs (19)
Previous report
We, together with our consolidated subsidiaries, are a leading developer, manufacturer and provider of analog and mixed-signal semiconductor products and solutions for numerous applications, including aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and wearables.
Previous report
Pending Combination With Qorvo
Previous report
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.
Previous report
Pursuant to the Merger Agreement, immediately following the closing, the Board of Directors will be comprised of 11 directors, consisting of (i) the Chief Executive Officer of Skyworks, who will be the Chief Executive Officer of Skyworks following the closing, (ii) seven directors designated by Skyworks and (iii) three directors designated by Qorvo who are reasonably acceptable to Skyworks, each of whom will hold office until the next annual meeting of stockholders of Skyworks. Promptly following the closing, the Board of Directors will also designate a Chairman. Robert Bruggeworth, Qorvo’s current President, Chief Executive Officer and director, will be one of Qorvo’s designees upon the closing.
Previous report
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.
Previous report
We and Qorvo each have termination rights under the Merger Agreement. Under specified circumstances, including termination by a party to accept a superior proposal or termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, each of Qorvo and us will be required to pay the other party a termination fee of $298.7 million, as more fully described in the Merger Agreement. Alternatively, under certain specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities, we will be required to pay Qorvo a termination fee of $100.0 million, as more fully described in the Merger Agreement.
Previous report
In connection with the execution of the Merger Agreement, we entered into a commitment letter (“Bridge Commitment Letter”) on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, up to $3,050.0 million of senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes. The receipt of financing by us is not a condition to our obligation to consummate the Mergers.
Previous report
Concurrently with the execution of the Merger Agreement, we and certain stockholders of Qorvo affiliated with Starboard Value (“SBV”), an affiliate of Peter Feld, a member of the board of directors of Qorvo so designated by SBV (each, a “SBV Stockholder”), entered into a Voting and Support Agreement (the “VSA”), pursuant to which each SBV Stockholder has agreed to vote its shares of Qorvo common stock in favor of the adoption of the Merger Agreement. As of October 24, 2025, the SBV Stockholders collectively held approximately 8% of Qorvo’s issued and outstanding shares. Each SBV Stockholder has also agreed, for a limited period of time not exceeding nine months from the date of the VSA, not to sell or transfer its shares of Qorvo common stock, subject to certain exceptions as specified in the VSA, and has agreed not to solicit any competing acquisition proposal. The VSA will terminate, as to each SBV Stockholder, upon the earliest to occur of (a) the closing, (b) the termination of the Merger Agreement, (c) the date of any Qorvo Triggering Event or Skyworks Triggering Event (each, as defined in the Merger Agreement) and (d) the written consent of Skyworks, Qorvo and the applicable SBV Stockholder.
Previous report
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.
Previous report
•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.
Previous report
•On May 7, 2025, the Board of Directors appointed Todd Lepinski as Senior Vice President, Sales and Marketing, effective as of June 2, 2025.
Previous report
•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.
Previous report
Amortization of Intangibles
Previous report
Amortization of intangible assets was consistent in fiscal 2025, as compared to fiscal 2024.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Cash used in financing activities:
Previous report
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.
Reworded paragraphs (19)
Previous wording
Under the terms of the Merger Agreement, at the effective time of the Mergers, each share of Qorvo common stock issued and outstanding immediately prior thereto (with certain exceptions set forth in the Merger Agreement) will be converted into the right to receive 0.960 (the “Exchange Ratio”) of a share of Skyworks common stock and $32.50 in cash, without interest, subject to applicable withholding taxes. The Exchange Ratio is expected to result in Qorvo equityholders and Skyworks equityholders owning approximately 37% and 63%, respectively, of the combined company on a pro forma basis following the closing. The Merger Agreement also provides for Skyworks’ assumption of certain Qorvo equity awards, subject to certain adjustments thereto in respect of, among other things, performance-based vesting conditions.
Current wording
Under the terms of the Merger Agreement, at the effective time of the transaction, each share of Qorvo common stock issued and outstanding immediately prior to the effective time, subject to certain exceptions set forth in the Merger Agreement, was converted into the right to receive 0.960 of a share of Skyworks common stock and $32.50 per share in cash, without interest and subject to applicable withholding taxes. Qorvo stockholders received approximately $2.9 billion in cash and 85.3 million shares of Skyworks common stock in the aggregate.
Previous wording
•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.
Current wording
•Net revenue decreased 3.1% to $3,959.6 million in fiscal 2026, as compared to $4,086.9 million in fiscal 2025, driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our automotive, data center products, and Wi-Fi products.
Previous wording
•Our ending cash, cash equivalents, and marketable securities balance decreased 11.8% to $1,388.4 million in fiscal 2025, as compared to $1,574.1 million in fiscal 2024. The decrease in cash, cash equivalents, and marketable securities during fiscal 2025 was primarily due to share repurchases of $830.2 million, dividend payments of $432.6 million, and capital expenditures of $195.0 million, partially offset by cash generated from operations of $1,300.8 million.
Current wording
•Our ending cash, cash equivalents, and marketable securities balance increased 87.7% to $2,606.1 million in fiscal 2026, as compared to $1,388.4 million in fiscal 2025. The increase in cash and cash equivalents during fiscal 2026 was primarily due to the borrowing of $800.0 million of the 2028 Notes, $600.0 million of the 2032 Notes, and $600.0 million of the 2036 Notes, which were used in fiscal 2027 to fund the cash portion of the Mergers, as well as cash generated from operations of $549.9 million, partially offset by repayments of debt of $500.0 million, dividend payments of $320.1 million, capital expenditures of $320.6 million, and share repurchases of $114.5 million.
Previous wording
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.
Current wording
The decrease in net revenue in fiscal 2026, as compared to fiscal 2025, was driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our automotive, data center, and Wi-Fi products.
Previous wording
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.
Current wording
The decrease in gross profit in fiscal 2026, as compared to fiscal 2025, was primarily the result of increases in input costs and unfavorable product mix, partially offset by higher unit volumes.
Previous wording
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.
Current wording
The increase in research and development expenses in fiscal 2026, as compared to fiscal 2025, was primarily related to increases in headcount-related expenses, including share-based compensation, as a result of our increased investment in developing new technologies and products.
Previous wording
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.
Current wording
The increase in selling, general, and administrative expenses in fiscal 2026, as compared to fiscal 2025, was primarily related to increases in professional services costs related to the Qorvo transaction, partially offset by decreases in headcount-related expenses, including share-based compensation.
Previous wording
Restructuring, impairment, and other charges in fiscal 2025 was primarily due to certain management severance costs incurred in connection with Chief Executive Officer transition.
Current wording
Restructuring, impairment, and other charges in fiscal 2025 were primarily due to charges incurred in connection with the transition of our former chief executive officer.
Previous wording
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.
Current wording
The decrease in other income, net in fiscal 2026, as compared to fiscal 2025, was primarily due to a decrease in interest income generated from cash, cash equivalents, and marketable securities.
Previous wording
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.
Current wording
We recorded a provision for income taxes of $41.6 million (which consisted of a benefit of $43.9 million and $0.1 million related to United States federal and state income taxes, respectively, and a provision of $85.6 million related to foreign income taxes) and $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) in fiscal 2026 and fiscal 2025, respectively.
Previous wording
In December 2021, the Organization for Economic Co-operation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting (“BEPS”) released Global Anti-Base Erosion (“GloBE”) rules under Pillar Two. Many countries have implemented laws based on Pillar Two, which became effective for us beginning in fiscal 2025. The tax impact associated with Pillar Two was immaterial to the financial statements for fiscal 2025. We continue to evaluate the impact of proposed and enacted legislative changes as new guidance becomes available.
Current wording
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. In January 2026, the
Previous wording
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 $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.
Current wording
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 $750.9 million decrease in cash provided by operating activities for fiscal 2026, as compared to fiscal 2025, was primarily related to a decrease in cash inflows as a result of changes to working capital (net of cash) of $470.8 million, due primarily to inventory and lower net income.
Previous wording
Cash used in investing activities consists primarily of cash paid to purchase marketable securities, capital expenditures, and cash paid to acquire intangible assets, partially offset by cash received related to the sale or maturity of marketable securities. The $121.9 million decrease in cash used in investing activities for fiscal 2025, as compared to fiscal 2024, was primarily related to an increase of $531.8 million in the sale or maturity of marketable securities, partially offset by an increase of $362.6 million in purchases of marketable securities and an increase of $38.0 million in capital expenditures.
Current wording
Cash used in investing activities consists primarily of cash paid to make capital expenditures, purchase marketable securities, and acquire intangible assets, partially offset by cash received related to the sale or maturity of marketable securities. The $99.7 million decrease in cash used in investing activities for fiscal 2026, as compared to fiscal 2025, was primarily related to a decrease of $585.8 million in purchases of marketable securities, partially offset by a decrease of $358.1 million in the sale or maturity of marketable securities and an increase of $125.6 million in capital expenditures.
Previous wording
Cash used in financing activities consists primarily of cash transactions related to equity and proceeds and payments related to our long-term borrowings. The $455.1 million increase in cash used in financing activities for fiscal 2025, as compared to fiscal 2024, was primarily related to an increase of $752.9 million in share repurchases, partially offset by a decrease of $300.0 million for the repayment of debt.
Current wording
Cash provided by financing activities consists primarily of proceeds and payments related to our long-term borrowings and cash transactions related to equity. The $2,303.3 million increase in cash provided by financing activities for fiscal 2026, as compared to fiscal 2025, was primarily related to an increase of $1,979.9 million in long-term debt issued, a decrease of $715.7 million in share repurchases, net of excise tax paid, and a decrease of $112.5 million in dividend payments, partially offset by an increase of $500.0 million for the repayment of debt.
Previous wording
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.
Current wording
Cash, cash equivalents, and marketable securities totaled $2,606.1 million as of October 2, 2026, representing an increase of $1,217.7 million from October 3, 2025.
Previous wording
We have outstanding $500.0 million of Notes Due 2026 and $500.0 million of Notes Due 2031 (the “Notes”). During fiscal 2024 and 2023, we repaid $300.0 million and $900.0 million of outstanding borrowings, respectively. We have a Revolving Credit Agreement (the “Revolving Credit Agreement”) under which we may borrow up to $750.0 million for general corporate purposes and working capital needs of the Company and its subsidiaries. As of October 3, 2025, there were no borrowings outstanding under the revolving credit facility (the “Revolver”). The Revolving Credit Agreement expires July 26, 2026.
Current wording
We have outstanding $800.0 million of 2028 Notes, $500.0 million of Notes due 2031 (the “2031 Notes”), $600.0 million of 2032 Notes, and $600.0 million of 2036 Notes. During fiscal 2026 and fiscal 2024, we repaid $500.0 million and $300.0 million of outstanding borrowings, respectively. We have a revolving credit agreement (as amended, the “Revolving Credit Agreement”) under which we may borrow up to $750.0 million for general corporate purposes and working capital. As of October 2, 2026, there were no borrowings outstanding under the revolving credit facility (the “Revolver”). The Revolving Credit Agreement expires on November 18, 2030.
Previous wording
For a description of contractual obligations, such as taxes, leases, purchase commitments, and debt, see Note 8, Note 10, Note 11, and Note 16 to Item 8 of this Annual Report on Form 10-K, respectively.
Current wording
For a description of contractual obligations, such as taxes, leases, purchase commitments, and debt, see Note 8, Note 10, Note 11, Note 16, and Note 17 to Item 8 of this Annual Report on Form 10-K, respectively.
Previous wording
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. 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. 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.
Current wording
Based on our historical results of operations, we expect that our cash and cash equivalents 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, stock repurchases, outstanding commitments, and other liquidity requirements associated with existing operations. However, we cannot be certain that our cash and cash equivalents 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. For additional discussion regarding our stock repurchase program, refer to Note 9 to Item 8 of this Annual Report on Form 10-K.
Previous wording
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.
Current wording
Our invested cash balances primarily consist of highly liquid investments in money market funds that are available to meet near-term cash requirements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
OECD Inclusive Framework on BEPS released significant administrative guidance including the side-by-side safe harbor package that will apply to U.S. multinational enterprise groups. The tax impact associated with Pillar Two was immaterial to the financial statements for fiscal 2026 and fiscal 2025. We continue to evaluate the impact of proposed and enacted legislative changes as new guidance becomes available.