[10-Q] SKYWORKS SOLUTIONS, INC. Quarterly Earnings Report
Filing Explained
The pending Qorvo merger would issue stock, require cash consideration, and add Qorvo debt obligations if completed; quarterly dividends are no longer being declared.
Skyworks’s Form 10-Q is an unaudited quarterly report for the quarter ended
The stock component would increase the total share count and reduce existing holders’ percentage ownership if issued, subject to the merger closing. Goldman Sachs’ bridge commitment is financing capacity, not debt already drawn; it is subject to closing conditions. The related Qorvo note exchange offers are also conditioned on closing, although holders representing a majority of each series had tendered and provided required consents as of
Skyworks has decided not to declare quarterly cash dividends going forward; any future dividend would require a new board declaration. The prior
As of
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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended July 3, 2026
OR
For the transition period from __________to__________
Commission file number 001-05560
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) | (Zip Code) | ||||
(Registrant’s telephone number, including area code) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| þ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No
As of July 23, 2026, the registrant had 150,472,782 shares of common stock, par value $0.25 per share, outstanding.
1
SKYWORKS SOLUTIONS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JULY 3, 2026
TABLE OF CONTENTS
| PAGE NO. | |||||
PART I. FINANCIAL INFORMATION | |||||
ITEM 1: FINANCIAL STATEMENTS (UNAUDITED) | 2 | ||||
CONSOLIDATED STATEMENTS OF OPERATIONS | 2 | ||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | 3 | ||||
CONSOLIDATED BALANCE SHEETS | 4 | ||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | 5 | ||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | 6 | ||||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 7 | ||||
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 18 | ||||
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 25 | ||||
ITEM 4: CONTROLS AND PROCEDURES | 25 | ||||
PART II. OTHER INFORMATION | 27 | ||||
ITEM 1: LEGAL PROCEEDINGS | 27 | ||||
ITEM 1A: RISK FACTORS | 27 | ||||
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 27 | ||||
ITEM 6: EXHIBITS | 28 | ||||
SIGNATURES | 29 | ||||
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| July 3, 2026 | June 27, 2025 | July 3, 2026 | June 27, 2025 | ||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||
| Restructuring, impairment, and other charges | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Other income, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
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SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in millions)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| July 3, 2026 | June 27, 2025 | July 3, 2026 | June 27, 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive loss, net of tax: | |||||||||||||||||||||||
| Fair value of investments | ( | ( | |||||||||||||||||||||
| Pension adjustments | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
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SKYWORKS SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
| As of | |||||||||||
| July 3, 2026 | October 3, 2025 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities | |||||||||||
Receivables, net of allowances of $ | |||||||||||
| Inventory | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets, net | |||||||||||
| Marketable securities | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation and benefits | |||||||||||
| Current portion of long-term debt | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term tax liabilities | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 9) | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying Notes to Consolidated Financial Statements.
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SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
| Nine Months Ended | |||||||||||
| July 3, 2026 | June 27, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Share-based compensation | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Deferred income taxes | |||||||||||
| Amortization of debt discount and issuance costs | |||||||||||
| Other, net | ( | ( | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Receivables, net | |||||||||||
| Inventory | ( | ||||||||||
| Accounts payable | |||||||||||
| Other current and long-term assets and liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Purchased intangibles | ( | ( | |||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Sales and maturities of marketable securities | |||||||||||
| Other | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repurchase of common stock - payroll tax withholdings on equity awards | ( | ( | |||||||||
| Repurchase of common stock - stock repurchase program | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Proceeds from employee stock purchase plan | |||||||||||
| Debt financing costs | ( | ||||||||||
| Payments of debt | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental cash flow disclosures: | |||||||||||
| Income taxes paid | $ | $ | |||||||||
| Interest paid | $ | $ | |||||||||
| Incentives paid in common stock | $ | $ | |||||||||
| Non-cash investing in purchased intangibles, accrued but not paid | $ | $ | |||||||||
| Non-cash investing in capital expenditures, accrued but not paid | $ | $ | |||||||||
| Operating lease assets obtained in exchange for new lease liabilities | $ | $ | |||||||||
See accompanying Notes to Consolidated Financial Statements.
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SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in millions)
| Shares of common stock | Par value of common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Total stockholders’ equity | ||||||||||||||||||||||||||||||
Balance at October 3, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Exercise and settlement of share-based awards, net of shares withheld for taxes | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Balance at January 2, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | $ | — | $ | — | $ | $ | — | $ | ||||||||||||||||||||||||||
| Exercise and settlement of share-based awards, net of shares withheld for taxes | — | — | |||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Balance at April 3, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | $ | — | $ | — | $ | $ | — | $ | ||||||||||||||||||||||||||
| Exercise and settlement of share-based awards, net of shares withheld for taxes | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Balance at July 3, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
Balance at September 27, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Exercise and settlement of share-based awards, net of shares withheld for taxes | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Balance at December 27, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | $ | — | $ | — | $ | $ | — | $ | ||||||||||||||||||||||||||
| Exercise and settlement of share-based awards, net of shares withheld for taxes | — | — | |||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Balance at March 28, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | $ | — | $ | — | $ | $ | — | $ | ||||||||||||||||||||||||||
| Exercise and settlement of share-based awards, net of shares withheld for taxes | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Balance at June 27, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Skyworks Solutions, Inc., together with its consolidated subsidiaries (“Skyworks” or the “Company”), is 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.
The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), have been condensed or omitted pursuant to those rules and regulations. However, in management’s opinion, the financial information reflects all adjustments, including those of a normal recurring nature, necessary to present fairly the results of operations, financial position, and cash flows of the Company for the periods presented. The results of operations, financial position, and cash flows for the Company during the interim periods are not necessarily indicative of those expected for the full year. This information should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2025, filed with the SEC on November 7, 2025, as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January 30, 2026 (“2025 10-K”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, expenses, comprehensive income, and accumulated other comprehensive loss that are reported during the reporting period. The Company evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment. Judgment is required in determining the reserves for, and fair value of, items such as overall fair value assessments of assets, liabilities, and expenses, particularly those classified as Level 2 or Level 3 in the fair value hierarchy, including: marketable securities, inventory, intangible assets associated with business combinations, share-based compensation, revenue reserves, loss contingencies, and income taxes. In addition, judgment is required in determining whether a potential indicator of impairment of long-lived assets, indefinite-lived intangible assets, and goodwill exists and in estimating future cash flows for any necessary impairment testing. Actual results could differ significantly from these estimates.
The Company’s fiscal year ends on the Friday closest to September 30. The fiscal year ending on October 2 , 2026 consists of 52 weeks (“fiscal 2026 ”). The fiscal year ended on October 3, 2025 consisted of 53 weeks (“fiscal 2025”). The three and nine months ended July 3, 2026, and June 27, 2025, each consisted of 13 weeks and 39 weeks, respectively.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis, with early adoption permitted. The Company will provide the required disclosures of ASU 2023-09 in its fiscal 2026 annual report.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disaggregated disclosure of certain expense captions into specified categories in the notes to financial statements on an annual and interim basis. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 makes targeted improvements that clarify and modernize the accounting for costs related to internal-use software. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, on either a prospective, retrospective, or modified basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.
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In May 2026, the FASB issued ASU 2026-02, “Environmental Credits and Environmental Credit Obligations (Topic 818)” (“ASU 2026-02”). ASU 2026-02 provides specific guidance on the recognition, measurement, presentation, and disclosure requirements for entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. ASU 2026-02 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2026-02 on its consolidated financial statements and related disclosures.
2. REVENUE RECOGNITION
The Company presents net revenue by geographic area, based upon the location of the original equipment manufacturers’ (“OEMs”) headquarters, and by sales channel, as it believes that doing so best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Individually insignificant OEMs are presented based upon the location of the Company’s direct customer, which is typically a distributor.
Net revenue by geographic area is as follows (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| July 3, 2026 | June 27, 2025 | July 3, 2026 | June 27, 2025 | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Taiwan | |||||||||||||||||||||||
| China | |||||||||||||||||||||||
| 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 Ended | Nine Months Ended | ||||||||||||||||||||||
| July 3, 2026 | June 27, 2025 | July 3, 2026 | June 27, 2025 | ||||||||||||||||||||
| Distributors | $ | $ | $ | $ | |||||||||||||||||||
| Direct customers | |||||||||||||||||||||||
| Total net revenue | $ | $ | $ | $ | |||||||||||||||||||
3. MARKETABLE SECURITIES
The Company’s portfolio of available-for-sale marketable securities consists of the following (in millions):
| Current | Noncurrent | ||||||||||||||||||||||
| July 3, 2026 | October 3, 2025 | July 3, 2026 | October 3, 2025 | ||||||||||||||||||||
| U.S. Treasury and government securities | $ | $ | $ | $ | |||||||||||||||||||
| Corporate bonds and notes | |||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||
| Total marketable securities | $ | $ | $ | $ | |||||||||||||||||||
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4. FAIR VALUE
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The Company groups its financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
•Level 1 - Quoted prices in active markets for identical assets or liabilities.
•Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less-active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.
•Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company.
Assets and liabilities recorded at fair value on a recurring basis consisted of the following (in millions):
| As of | |||||||||||||||||||||||||||||||||||||||||||||||
| July 3, 2026 | October 3, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements | Fair Value Measurements | ||||||||||||||||||||||||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents (1) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| U.S. Treasury and government securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate bonds and notes | |||||||||||||||||||||||||||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-qualified deferred compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| 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. There were no
Fair Value of Debt
The Company’s debt is carried at amortized cost and is measured at fair value quarterly for disclosure purposes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets.
The carrying amount and estimated fair value of debt consists of the following (in millions):
| As of | |||||||||||||||||||||||
| July 3, 2026 | October 3, 2025 | ||||||||||||||||||||||
| Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||||||||||
| 1.80% Senior Notes due 2026 | $ | $ | $ | $ | |||||||||||||||||||
| 3.00% Senior Notes due 2031 | |||||||||||||||||||||||
| Total debt under Senior Notes | $ | $ | $ | $ | |||||||||||||||||||
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5. INVENTORY
Inventory consists of the following (in millions):
| As of | |||||||||||
| July 3, 2026 | October 3, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventory | $ | $ | |||||||||
6. PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consists of the following (in millions):
| As of | |||||||||||
| July 3, 2026 | October 3, 2025 | ||||||||||
| Land and improvements | $ | $ | |||||||||
| 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. GOODWILL AND INTANGIBLE ASSETS
There were no
The Company tests its goodwill and its indefinite-lived intangible assets 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 may be impaired. There were no
Intangible assets consist of the following (in millions):
| As of | ||||||||||||||||||||||||||||||||||||||
| Weighted Average Amortization Period (Years) | July 3, 2026 | October 3, 2025 | ||||||||||||||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||
| Developed technology and other | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| 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. There were no 24.7 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of eight years . Amortization expense related to definite-lived intangible assets was $42.9 million and $130.4 million for the three and nine
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months ended July 3, 2026, respectively, primarily recorded within cost of goods sold. Amortization expense related to definite-lived intangible assets was $45.8 million and $139.8 million for the three and nine months ended June 27, 2025, respectively, primarily recorded within cost of goods sold.
Annual amortization expense for the next five fiscal years related to definite-lived intangible assets, excluding IPR&D, is expected to be as follows (in millions):
| Remaining 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | ||||||||||||||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
8. INCOME TAXES
The provision for income taxes consists of the following components (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| July 3, 2026 | June 27, 2025 | July 3, 2026 | June 27, 2025 | ||||||||||||||||||||
| Provision for income taxes | $ | $ | $ | $ | |||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
The difference between the Company’s effective tax rate and the 21.0
The difference between the Company’s effective tax rate and the 21.0
In August 2022, the U.S. government enacted the Inflation Reduction Act, which imposes a corporate alternative minimum tax (“CAMT”) of 15% on corporations with three-year average annual adjusted financial statement income exceeding $1.0 billion. The Company was subject to the provisions of CAMT at the beginning of the fiscal year ended September 27, 2024 (“fiscal 2024”). CAMT did not have an impact on the Company’s consolidated financial statements during the three and nine months ended July 3, 2026 and June 27, 2025.
In December 2021, the Organization for Economic Co-operation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting (“BEPS”) released Global Anti-Base Erosion (“GloBE”) rules under Pillar Two. Many countries have implemented laws based on Pillar Two, which was effective for the Company beginning in fiscal 2025. Pillar Two did not have a material impact on the Company’s consolidated financial statements during the three and nine months ended July 3, 2026 and June 27, 2025.
In July 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”). The OBBBA contains numerous provisions, including the permanent extension or restoration of certain expiring corporate income tax provisions, originally introduced by the Tax Cuts and Jobs Act of 2017, and incremental modifications to the international tax framework. The OBBBA did not have a material impact on the Company’s consolidated estimated annualized effective tax rate during the three and nine months ended July 3, 2026. The Company continues to evaluate the impact of the OBBBA on its business for future periods.
The Company’s federal income tax return for fiscal 2024 is currently under examination by the Internal Revenue Service (“IRS”). The Company was notified of this examination during the third quarter of fiscal 2026. The Company is in the early stages of evaluating the scope and potential impact of this examination.
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9. COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, various lawsuits, claims, and proceedings have been, and may in the future be, instituted or asserted against the Company, including those pertaining to patent infringement, intellectual property, securities litigation, environmental hazards, product liability and warranty, safety and health, employment, and contractual matters.
The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights. From time to time, third parties have asserted and may in the future assert patent, copyright, trademark, and other intellectual property rights to technologies that are important to the Company’s business and have demanded and may in the future demand that the Company license their technology. The outcome of any such litigation cannot be predicted with certainty and some such lawsuits, claims, or proceedings may be disposed of unfavorably to the Company. Generally speaking, intellectual property disputes often have a risk of injunctive relief, which, if imposed against the Company, could materially and adversely affect the Company’s financial condition or results of operations. From time to time the Company may also be involved in legal proceedings in the ordinary course of business.
The Company monitors the status of legal proceedings and other contingencies on an ongoing basis to assess whether loss contingencies should be recognized and disclosed in its financial statements and footnotes. Other than as described below, the Company does not believe there are any pending legal proceedings that are at least reasonably possible to result in a material loss.
On June 20, 2025, Denso Corporation filed patent infringement litigation against the Company in the U.S. (United States District Court for the Central District of California) and on June 20, 2025 and October 31, 2025, Denso Corporation filed patent infringement litigation against the Company in Japan (Civil Division of the Osaka District Court). Denso alleged that the Company had and was willfully infringing Denso’s U.S. patent (7,758,979) and Japanese patents (JP5190841 and JP5966199), each relating to piezoelectric thin film. During the nine months ended July 3, 2026, the Company settled the Denso Corporation litigation and recorded an immaterial charge to the Company’s financial statements.
On March 4, 2025, the Company and certain former officers were named in a putative class action lawsuit filed in the United States District Court for the Central District of California (the “Court”). The complaint, as amended, alleges violations of federal securities laws arising out of alleged misstatements or omissions by the Company during the alleged class period and seeks, among other things, damages and attorneys’ fees and costs on behalf of the putative class. On May 6, 2026, the Court denied the Company’s motion to dismiss the amended complaint. In addition to the aforementioned putative class action lawsuit, in April 2025, the Company and certain of its directors and former officers were named in two derivative action lawsuits filed in the Court. Each of the derivative actions was brought on behalf of the Company by a putative stockholder alleging, among other things, breaches of fiduciary duties and violations of federal securities laws. The complaints seek, among other things, damages and attorneys’ fees and costs. While the Company is unable to determine the ultimate outcome of these suits, the Company believes it has substantial defenses and intends to vigorously oppose the suits.
In addition to the above matter, the Company is engaged in various legal actions in the normal course of business and, while there can be no assurances, the Company believes the outcome of such pending legal actions will not have, individually or in the aggregate, a material adverse effect on its business or financial statements. The Company’s aggregate accrual for legal contingencies was not material as of July 3, 2026 and October 3, 2025.
Guarantees and Indemnities
The Company has made no significant contractual guarantees for the benefit of third parties. However, the Company generally indemnifies its customers from third-party intellectual property infringement litigation claims related to its products and, on occasion, also provides other indemnities related to product sales. In connection with certain facility leases, the Company has indemnified its lessors for certain claims arising from the facility or the lease.
The Company indemnifies its directors and officers to the maximum extent permitted under the laws of the state of Delaware. The duration of the indemnities varies and in many cases is indefinite. The indemnities to customers in connection with product sales generally are subject to limits based upon the amount of the related product sales and in many cases are subject to geographic and other restrictions. In certain instances, the Company’s indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities in the accompanying consolidated balance sheets and does not expect that such obligations will have a material adverse impact on its financial statements.
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Purchase Commitments
The Company purchases materials primarily pursuant to individual purchase orders, some of which have underlying master purchase agreements. Some of these purchase commitments are cancelable, and some are non-cancelable, depending on the terms with each individual supplier. In the event of cancellation, the Company may be required to pay costs incurred through the date of cancellation or other fees. When cancellation would result in incurring costs or other fees, the Company has historically sought to negotiate amended terms to the original agreements and orders to limit such exposure. As such, the Company believes that purchase commitments as of any particular date may not be a reliable indicator of future liabilities.
The Company maintains certain minimum purchase commitments under long-term capacity reservation agreements primarily with foundries for the purchase of wafers. Under these agreements, the Company has agreed to pay a combination of refundable deposits and prepayments to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreements. As of July 3, 2026, deposits and prepayments under the long-term capacity reservation agreements were $53.0 17.1 35.9 26.4 7.7 18.7
10. STOCKHOLDERS’ EQUITY
Stock Repurchase and Retirement
On February 4, 2025, the Board of Directors approved a stock repurchase program (“February 2025 stock repurchase program”), pursuant to which the Company was authorized to repurchase up to $2.0 billion of its common stock from time to time through February 3, 2027 , on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements.
During each of the three and nine months ended July 3, 2026, the Company did not 1.2 billion remained available under the February 2025 stock repurchase program.
During the three and nine months ended June 27, 2025, the Company repurchased 5.2 million and 12.6 million shares of its common stock for $333.4 million and $837.7 million (including commissions and excise tax, as applicable) under the February 2025 stock repurchase plan, respectively.
On July 27, 2026, the Board of Directors terminated the February 2025 stock repurchase program and approved a new stock repurchase program (“July 2026 stock repurchase program”), pursuant to which the Company is authorized to repurchase up to $2.0 billion of its common stock from time to time through January 31, 2029 , on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements. The July 2026 stock repurchase program succeeds in its entirety the February 2025 stock repurchase program. The timing and amount of any shares of the Company’s common stock that are repurchased under the July 2026 stock repurchase program will be determined by the Company’s management based on its evaluation of market conditions, stock price, legal and regulatory requirements, alternative available opportunities, and other factors. The July 2026 stock repurchase program may be suspended or discontinued at any time. The Company currently expects to fund the July 2026 stock repurchase program using the Company’s working capital.
Dividends
On July 28, 2026, in light of the pending mergers, the Company announced that the Board of Directors had decided not to declare quarterly cash dividends on the Company’s common stock going forward. Any future dividends are subject to declaration by the Board of Directors.
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Dividends charged to retained earnings were as follows (in millions, except per share data):
Fiscal Years Ended | |||||||||||||||||||||||
| October 3, 2025 | |||||||||||||||||||||||
| Per Share | Total Amount | Per Share | Total Amount | ||||||||||||||||||||
| First quarter | $ | $ | $ | $ | |||||||||||||||||||
| Second quarter | |||||||||||||||||||||||
| Third quarter | |||||||||||||||||||||||
| Total dividends | $ | $ | $ | $ | |||||||||||||||||||
Share-based Compensation
The following table summarizes the share-based compensation expense by line item in the Consolidated Statements of Operations (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| July 3, 2026 | June 27, 2025 | July 3, 2026 | June 27, 2025 | ||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Restructuring, impairment, and other charges | |||||||||||||||||||||||
| Total share-based compensation | $ | $ | $ | $ | |||||||||||||||||||
11. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| July 3, 2026 | June 27, 2025 | July 3, 2026 | June 27, 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| 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 July 3, 2026, and June 27, 2025, 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.
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12. SUPPLEMENTAL FINANCIAL INFORMATION
Other current assets consist of the following (in millions):
| As of | |||||||||||
| July 3, 2026 | October 3, 2025 | ||||||||||
| Prepaid expenses | $ | $ | |||||||||
| Other | |||||||||||
| Total other current assets | $ | $ | |||||||||
Other current liabilities consist of the following (in millions):
| As of | |||||||||||
| July 3, 2026 | October 3, 2025 | ||||||||||
| Accrued customer liabilities | $ | $ | |||||||||
| Accrued taxes | |||||||||||
| Short-term operating lease liabilities | |||||||||||
| Other | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
13. PENDING TRANSACTION WITH QORVO
On October 27, 2025, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Qorvo, Inc. (“Qorvo”), Comet Acquisition Corp. (“Merger Sub I”), and Comet Acquisition II, LLC (“Merger Sub II”) in a cash-and-stock transaction, pursuant to which Merger Sub I will be merged with and into Qorvo (the “First Merger”), with Qorvo as the surviving entity in the First Merger (the “Surviving Corporation”) and the Surviving Corporation continuing as a wholly owned subsidiary of the Company, and immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will be merged with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II as the surviving entity in the Second Merger and a wholly owned subsidiary of the Company. Under the terms of the Merger Agreement, Qorvo stockholders will receive 0.960 of a share of Skyworks common stock and $32.50 per share in cash upon the completion of the transaction, representing a combined company enterprise value of approximately $22.0 billion based on market close on October 27, 2025. The transaction will close after receipt of regulatory approvals, certain approvals of Qorvo and Skyworks stockholders, and satisfaction of other customary closing conditions. The Company is increasingly hopeful that the transaction will close within the calendar year and will be preparing to close as early as within the fiscal year, subject to satisfaction or waiver of all closing conditions, but there can be no assurances that the closing will occur on this timeline.
The Merger Agreement contains certain termination rights for each of Skyworks and Qorvo. Under specified circumstances, including termination by a party to accept a superior proposal or termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, each of Qorvo and Skyworks will be required to pay the other party a termination fee of $298.7 million, as more fully described in the Merger Agreement. Alternatively, under certain specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities, Skyworks will be required to pay Qorvo a termination fee of $100.0 million, as more fully described in the Merger Agreement.
Each of Skyworks’ special meeting of stockholders and Qorvo’s special meeting of stockholders were held virtually on February 11, 2026 at 11:30 AM, Pacific Time, and the stockholders of each respective company approved the ballot measures at each of their respective special meetings.
On February 5, 2026, Skyworks and Qorvo each received a Request for Additional Information and Documentary Material (the “Second Request”) from the U.S. Federal Trade Commission (“FTC”) in connection with the transaction. The Second Request was issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (“HSR Act”). The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Skyworks and Qorvo have substantially complied with the Second Request, unless that period is voluntarily extended by the parties or terminated sooner by the FTC. Each party has certified substantial compliance with the Second Request, and the parties are working cooperatively with FTC staff to conclude the investigation.
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In connection with the execution of the Merger Agreement, the Company 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. Depending on market conditions, the Company anticipates raising financing for the transactions contemplated by the Merger Agreement in advance of any expected closing, including to partially pay the cash portion of the consideration to be paid to Qorvo stockholders and to pay fees and expenses. The receipt of financing by the Company is not a condition to the Company’s obligation to consummate the Mergers.
Pursuant to the terms of the Bridge Commitment Letter, $1,550.0 million of the senior unsecured bridge term loans had been specifically designated to represent the principal amount of Qorvo’s outstanding senior notes (the “Qorvo Notes Tranche”), and if a ratings decline (as defined in the applicable Qorvo indenture as in effect on the date of the commitment letter) did not occur on or prior to December 27, 2025 (which date would be extended so long as the rating of any series of Qorvo’s outstanding senior notes was under publicly announced consideration for possible downgrade), then the aggregate commitments in respect of the Qorvo Notes Tranche under the Bridge Commitment Letter would be automatically permanently reduced dollar-for-dollar by the aggregate principal amount of Qorvo’s senior notes. On December 28, 2025, Goldman Sachs Bank USA notified the Company that there was no such ratings decline, no rating as to any series of Qorvo’s outstanding senior notes was under publicly announced consideration for possible downgrade, and therefore the Qorvo Notes Tranche had been permanently reduced to $0.00 . As a result, as of July 3, 2026, Goldman Sachs Bank USA has committed to provide up to $1,500.0 million of senior unsecured bridge term loans.
On May 20, 2026, the Company commenced exchange offers to exchange each series of the Qorvo Notes Tranche notes for new senior notes of the Company. In connection with the exchange offers, the Company also commenced the solicitation of consents for proposed amendments to the applicable indenture governing each series of the Qorvo Notes Tranche notes. Pursuant to the exchange offers, holders may exchange their Qorvo Notes Tranche notes for newly issued Skyworks senior notes having substantially similar terms. The exchange offers and related consent solicitations are conditioned upon, and expected to be settled following, the consummation of the Mergers. As of June 11, 2026, holders representing a majority of each series of the Qorvo Notes Tranche notes had validly tendered their notes and the requisite consents had been obtained to amend the related indentures. Upon completion of the Mergers, the Company would become obligated with respect to the outstanding amount of debt represented by the then outstanding Qorvo Notes Tranche notes, either through the issuance of new Skyworks notes pursuant to the exchange offers or the assumption of any then outstanding and unexchanged Qorvo Notes Tranche notes, in each case, subject to the final results of the exchange offers.
Transaction costs for the Mergers were $14.2 million and $67.6 million recorded within selling, general, and administrative expense during the three and nine months ended July 3, 2026, respectively. These costs mainly consisted of professional fees and administrative costs for the pending transaction and were expensed as incurred in the Company’s condensed consolidated statements of operations.
14. DEBT
Senior Notes
On May 26, 2021, the Company issued $500.0 million of its 0.90 % Senior Notes due 2023 (the “2023 Notes”), $500.0 million of its 1.80 % Senior Notes due 2026 (the “2026 Notes”), and $500.0 million of its 3.00 % Senior Notes due 2031 (the “2031 Notes”). The Company repaid $500.0 million of the 2023 Notes and $500.0
The Company may redeem all or a portion of the 2031 Notes at any time and from time to time prior to maturity, in whole or in part, for cash at the applicable redemption prices set forth in the respective supplemental indenture. If the Company undergoes a change of control repurchase event, as defined in the indenture governing the 2031 Notes (as supplemented, the “Indenture”), holders may require the Company to repurchase the 2031 Notes in whole or in part for cash at a price equal to 101 % of the principal amount of the 2031 Notes to be purchased, plus any accrued and unpaid interest. As of July 3, 2026, the Company
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considered the likelihood of acceleration related to the 2031 Notes and recorded the 2031 Notes as long-term debt. The 2031 Notes are recorded net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings.
The Indenture contains customary events of default, including failure to make required payments of principal and interest, certain events of bankruptcy and insolvency, and default in the performance or breach of any covenant or warranty contained in the Indenture or the 2031 Notes. As of July 3, 2026 and October 3, 2025, the Company was in compliance with all debt covenants under the 2031 Notes.
Revolving Credit Agreement
On May 21, 2021, the Company entered into a revolving credit agreement (as amended, the “Revolving Credit Agreement”) providing for a $750.0 million revolving credit facility (the “Revolver”). The proceeds of the Revolver are available to be used for general corporate purposes and working capital needs of the Company and its subsidiaries.
The Revolver provides for revolving credit borrowings and letters of credit, with sublimits for letters of credit. The Revolver may be increased in specified circumstances by up to $250.0 million at the discretion of the lenders.
On March 6, 2023, the Company entered into a First Amendment to the Revolving Credit Agreement to replace the LIBOR-based interest rate and related LIBOR-based mechanics applicable to borrowings under the Revolving Credit Agreement with a SOFR-based interest rate and related SOFR-based mechanics. On November 18, 2025, the Company entered into a Second Amendment to the Revolving Credit Agreement (the “Second Revolver Amendment”). Pursuant to the terms of the Second Revolver Amendment, the parties thereto agreed to extend the maturity date of the Revolving Credit Agreement to November 18, 2030.
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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, 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”, “continue”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “seek”, “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 our expectations and statements regarding the transaction with Qorvo, the possible impacts of geopolitical conflicts, tariffs, export controls, 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 2025 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”, “Skyworks”, and “the Company” refer only to Skyworks Solutions, Inc., and its consolidated subsidiaries and not any other person or entity.
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RESULTS OF OPERATIONS
Three and Nine Months Ended July 3, 2026, and June 27, 2025
The following table sets forth the results of our operations expressed as a percentage of net revenue:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| July 3, 2026 | June 27, 2025 | July 3, 2026 | June 27, 2025 | ||||||||||||||||||||
| Net revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Cost of goods sold | 59.9 | 58.4 | 59.2 | 58.7 | |||||||||||||||||||
| Gross profit | 40.1 | 41.6 | 40.8 | 41.3 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 22.2 | 20.7 | 21.4 | 18.8 | |||||||||||||||||||
| Selling, general, and administrative | 10.6 | 9.2 | 11.2 | 8.7 | |||||||||||||||||||
| Amortization of intangibles | — | — | — | — | |||||||||||||||||||
| Restructuring, impairment, and other charges | 2.1 | 0.2 | 1.5 | 0.8 | |||||||||||||||||||
| Total operating expenses | 34.9 | 30.1 | 34.1 | 28.3 | |||||||||||||||||||
| Operating income | 5.2 | 11.5 | 6.7 | 13.0 | |||||||||||||||||||
| Interest expense | (0.6) | (0.7) | (0.7) | (0.7) | |||||||||||||||||||
Other income, net | 0.6 | 0.8 | 1.0 | 1.2 | |||||||||||||||||||
| Income before income taxes | 5.2 | 11.6 | 7.0 | 13.5 | |||||||||||||||||||
| Provision for income taxes | 1.6 | 0.7 | 1.9 | 2.3 | |||||||||||||||||||
| Net income | 3.6 | % | 10.9 | % | 5.1 | % | 11.2 | % | |||||||||||||||
OVERVIEW
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.
Pending Transaction 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.
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.
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.
The Mergers, which we are increasingly hopeful will close within the calendar year, 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 HSR Act, and other regulatory approvals under
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certain antitrust and foreign investment regimes, and the absence of any order, injunction or law of such jurisdictions prohibiting the Mergers. There can be no assurances that the closing will occur on this timeline.
Each of Skyworks’ special meeting of stockholders and Qorvo’s special meeting of stockholders were held virtually on February 11, 2026 at 11:30 AM, Pacific Time, and the stockholders of each respective company approved the ballot measures at each of their respective special meetings.
On February 5, 2026, Skyworks and Qorvo each received a Request for Additional Information and Documentary Material (the “Second Request”) from the U.S. Federal Trade Commission (“FTC”) in connection with the transaction. The Second Request was issued under notification requirements of the HSR Act. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Skyworks and Qorvo have substantially complied with the Second Request, unless that period is voluntarily extended by the parties or terminated sooner by the FTC. Each party has certified substantial compliance with the Second Request, and the parties are working cooperatively with FTC staff to conclude the investigation.
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 us and Qorvo 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.
In connection with the execution of the Merger Agreement, we entered into the 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. Depending on market conditions, we anticipate raising financing for the transactions contemplated by the Merger Agreement in advance of any expected closing, including to partially pay the cash portion of the consideration to be paid to Qorvo stockholders and to pay fees and expenses. The receipt of financing by us is not a condition to our obligation to consummate the Mergers.
Pursuant to the terms of the Bridge Commitment Letter, $1,550.0 million of the senior unsecured bridge term loans had been specifically designated to represent the principal amount of the Qorvo Notes Tranche, and if a ratings decline (as defined in the applicable Qorvo indenture as in effect on the date of the commitment letter) did not occur on or prior to December 27, 2025 (which date would be extended so long as the rating of any series of Qorvo’s outstanding senior notes was under publicly announced consideration for possible downgrade), then the aggregate commitments in respect of the Qorvo Notes Tranche under the Bridge Commitment Letter would be automatically permanently reduced dollar-for-dollar by the aggregate principal amount of Qorvo’s senior notes. On December 28, 2025, Goldman Sachs Bank USA notified the Company that there was no such ratings decline, no rating as to any series of Qorvo’s outstanding senior notes was under publicly announced consideration for possible downgrade, and therefore the Qorvo Notes Tranche had been permanently reduced to $0.00. As a result, as of July 3, 2026, Goldman Sachs Bank USA has committed to provide up to $1,500.0 million of senior unsecured bridge term loans.
On May 20, 2026, we commenced exchange offers to exchange each series of the Qorvo Notes Tranche notes for new senior notes of the Company. In connection with the exchange offers, we also commenced the solicitation of consents for proposed amendments to the applicable indenture governing each series of the Qorvo Notes Tranche notes. Pursuant to the exchange offers, holders may exchange their Qorvo Notes Tranche notes for newly issued Skyworks senior notes having substantially similar terms. The exchange offers and related consent solicitations are conditioned upon, and expected to be settled following, the consummation of the Mergers. As of June 11, 2026, holders representing a majority of each series of the Qorvo Notes Tranche notes had validly tendered their notes and the requisite consents had been obtained to amend the related indentures. Upon completion of the Mergers, we would become obligated with respect to the outstanding amount of debt represented by the then outstanding Qorvo Notes Tranche notes, either through the issuance of new Skyworks notes pursuant to the exchange offers or the assumption of any then outstanding and unexchanged Qorvo Notes Tranche notes, in each case, subject to the final results of the exchange offers.
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
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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.
For more information on risks related to the Mergers, see Part I, Item 1A, Risk Factors, “Risks Associated with the Proposed Transaction with Qorvo” in the 2025 10-K.
General
During the three months ended July 3, 2026, the following key factors contributed to our overall results of operations, financial position, and cash flows:
•Net revenue decreased to $934.8 million for the three months ended July 3, 2026, as compared to $965.0 million for the corresponding period 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 and data center products.
•Our ending cash, cash equivalents, and marketable securities balance decreased to $813.8 million. The decrease in cash, cash equivalents, and marketable securities during the three months ended July 3, 2026 was primarily due to repayments of debt of $500.0 million, dividend payments of $106.9 million and capital expenditures of $87.1 million, partially offset by cash generated from operations of $70.4 million.
Net Revenue
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in millions) | July 3, 2026 | Change | June 27, 2025 | July 3, 2026 | Change | June 27, 2025 | |||||||||||||||||
| Net revenue | $ | 934.8 | (3.1)% | $ | 965.0 | $ | 2,913.9 | (2.4)% | $ | 2,986.7 | |||||||||||||
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. 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 months ended July 3, 2026, as compared with the corresponding period in 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 and data center products. During the nine months ended July 3, 2026, the decrease in net revenue was additionally offset by an increase in demand for our Wi-Fi products.
Gross Profit
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in millions) | July 3, 2026 | Change | June 27, 2025 | July 3, 2026 | Change | June 27, 2025 | |||||||||||||||||
| Gross profit | $ | 375.0 | (6.5)% | $ | 401.0 | $ | 1,187.6 | (3.8)% | $ | 1,234.6 | |||||||||||||
| % of net revenue | 40.1 | % | 41.6 | % | 40.8 | % | 41.3 | % | |||||||||||||||
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 July 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily the result of unfavorable product mix, partially offset by higher unit volumes.
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Research and Development
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in millions) | July 3, 2026 | Change | June 27, 2025 | July 3, 2026 | Change | June 27, 2025 | |||||||||||||||||
| Research and development | $ | 207.8 | 4.2% | $ | 199.4 | $ | 623.5 | 10.9% | $ | 562.4 | |||||||||||||
| % of net revenue | 22.2 | % | 20.7 | % | 21.4 | % | 18.8 | % | |||||||||||||||
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.
The increase in research and development expenses for the three and nine months ended July 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily related to increases in headcount-related expenses as a result of our increased investment in developing new technologies and products.
Selling, General, and Administrative
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in millions) | July 3, 2026 | Change | June 27, 2025 | July 3, 2026 | Change | June 27, 2025 | |||||||||||||||||
| Selling, general, and administrative | $ | 98.7 | 10.5% | $ | 89.3 | $ | 326.8 | 25.7% | $ | 259.9 | |||||||||||||
| % of net revenue | 10.6 | % | 9.2 | % | 11.2 | % | 8.7 | % | |||||||||||||||
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 increase in selling, general, and administrative expenses for the three and nine months ended July 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily related to increases in professional services costs related to the ongoing Qorvo transaction, partially offset by decreases in headcount-related expenses, including share-based compensation.
Restructuring, Impairment, and Other Charges
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in millions) | July 3, 2026 | Change | June 27, 2025 | July 3, 2026 | Change | June 27, 2025 | |||||||||||||||||
| Restructuring, impairment, and other charges | $ | 19.8 | 1,220.0% | $ | 1.5 | $ | 42.2 | 86.7% | $ | 22.6 | |||||||||||||
| % of net revenue | 2.1 | % | 0.2 | % | 1.5 | % | 0.8 | % | |||||||||||||||
Restructuring, impairment, and other charges for the three and nine months ended July 3, 2026, was primarily due to costs associated with facility consolidation and closure.
Restructuring, impairment, and other charges for the three and nine months ended June 27, 2025, was primarily due to charges incurred in connection with the transition of our chief executive officer.
Interest Expense
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in millions) | July 3, 2026 | Change | June 27, 2025 | July 3, 2026 | Change | June 27, 2025 | |||||||||||||||||
| Interest expense | $ | 5.9 | (10.6)% | $ | 6.6 | $ | 19.8 | (2.0)% | $ | 20.2 | |||||||||||||
| % of net revenue | 0.6 | % | 0.7 | % | 0.7 | % | 0.7 | % | |||||||||||||||
The decrease in interest expense for the three and nine months ended July 3, 2026, as compared with the corresponding periods in fiscal 2025, was due to debt repayments that reduced the amount of outstanding indebtedness.
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Other Income, Net
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in millions) | July 3, 2026 | Change | June 27, 2025 | July 3, 2026 | Change | June 27, 2025 | |||||||||||||||||
| Other income, net | $ | 6.2 | (22.5)% | $ | 8.0 | $ | 29.3 | (18.4)% | $ | 35.9 | |||||||||||||
| % of net revenue | 0.6 | % | 0.8 | % | 1.0 | % | 1.2 | % | |||||||||||||||
The decrease in other income, net for the three and nine months ended July 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily due to a decrease in interest income generated from cash, cash equivalents, and marketable securities.
Provision for Income Taxes
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in millions) | July 3, 2026 | Change | June 27, 2025 | July 3, 2026 | Change | June 27, 2025 | |||||||||||||||||
| Provision for income taxes | $ | 14.9 | 112.9% | $ | 7.0 | $ | 55.2 | (20.0)% | $ | 69.0 | |||||||||||||
| % of net revenue | 1.6 | % | 0.7 | % | 1.9 | % | 2.3 | % | |||||||||||||||
We recorded a provision for income taxes of $14.9 million and $55.2 million for the three and nine months ended July 3, 2026, respectively.
The increase in income tax expense for the three months ended July 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily due to transaction costs related to the pending transaction with Qorvo and uncertain tax positions.
The decrease in income tax expense for the nine months ended July 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily due to lower foreign taxes, partially offset by an increase in share-based compensation shortfalls, uncertain tax positions, transaction costs related to the pending transaction with Qorvo, and a lower foreign-derived intangible income deduction benefit.
In December 2021, the OECD Inclusive Framework on BEPS released 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 OECD Inclusive Framework 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 the three and nine months ended July 3, 2026 and June 27, 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 OBBBA. The OBBBA did not have a material impact to the financials for the three and nine months ended July 3, 2026. We continue to evaluate the impact of the OBBBA on our business for future periods.
The Company may record additional impacts to its tax provision in the subsequent quarters as it continues to analyze the impact of various tax laws, other factors such as changes from its business operations, financial results and forecasts, and interrelated items.
LIQUIDITY AND CAPITAL RESOURCES
| Nine Months Ended | |||||||||||
| (in millions) | July 3, 2026 | June 27, 2025 | |||||||||
| Cash and cash equivalents at beginning of period | $ | 1,161.3 | $ | 1,368.6 | |||||||
| Net cash provided by operating activities | 516.2 | 1,100.8 | |||||||||
| Net cash used in investing activities | (38.4) | (102.9) | |||||||||
| Net cash used in financing activities | (849.1) | (1,180.6) | |||||||||
| Cash and cash equivalents at end of period | $ | 790.0 | $ | 1,185.9 | |||||||
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 $584.6 million decrease in cash provided by operating activities during the nine months
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ended July 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease in cash inflows as a result of changes to working capital (net of cash) of $386.9 million, due primarily to inventory and lower net income.
Cash used in investing activities:
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 $64.5 million decrease in cash used in investing activities during the nine months ended July 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease of $387.3 million in purchases of marketable securities, partially offset by a decrease of $241.2 million in the sale or maturity of marketable securities and an increase of $87.0 million in capital expenditures.
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. The $331.5 million decrease in cash used in financing activities during the nine months ended July 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease of $822.7 million in share repurchases, net of excise tax paid, and a decrease of $6.9 million in dividend payments, partially offset by an increase of $500.0 million for the repayment of debt.
Liquidity:
Cash, cash equivalents, and marketable securities totaled $813.8 million as of July 3, 2026, representing a decrease of $574.6 million from October 3, 2025.
We have outstanding $500.0 million of 3.00% Senior Notes due 2031. During the three months ended July 3, 2026, we repaid $500.0 million of 1.80% Senior Notes due 2026. We have a Revolving Credit Agreement under which we may borrow up to $750.0 million for general corporate purposes and working capital. As of July 3, 2026, there were no borrowings outstanding under the Revolver. The Revolving Credit Agreement expires on November 18, 2030.
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, 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. As of July 3, 2026, Goldman Sachs Bank USA has committed to provide up to $1,500.0 million of senior unsecured bridge term loans. Depending on market conditions, we may choose to opportunistically put in place the financing for the transactions contemplated by the Merger Agreement in advance of any expected closing, including to partially pay the cash portion of the consideration to be paid to Qorvo stockholders and to pay fees and expenses, as well as potential transactions to refinance and/or exchange Qorvo’s senior notes.
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), stock 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. For additional discussion regarding our stock repurchase program, refer to Note 10 of the Notes to Consolidated Financial Statements.
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 2025 10-K has not materially changed since we filed that report.
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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 and corporate bonds and notes purchased with less than ninety days until maturity) that total approximately $790.0 million, and marketable securities (U.S. Treasury and government securities, corporate bonds and notes, and municipal bonds) of approximately $9.2 million and $14.6 million within short-term and long-term marketable securities, respectively, as of July 3, 2026.
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 and long-term maturity periods between 90 days and three 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.
Based on our results of operations for the three and nine months ended July 3, 2026, 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.
We do not believe that investment or interest rate risks currently pose material exposures to our business or results of operations.
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 July 3, 2026 and June 27, 2025, 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 July 3, 2026. 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
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procedures as of July 3, 2026, 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
There are no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the third quarter of fiscal 2026 that have materially affected or are reasonably likely to materially affect 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 2025 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 July 3, 2026:
| 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) | |||||||||||||
| 04/04/26 - 05/01/26 | — | — | — | $1.2 billion | |||||||||||||
| 05/02/26 - 05/29/26 | 11,860 | (3) | $68.53 | — | $1.2 billion | ||||||||||||
| 05/30/26 - 07/03/26 | 10,148 | (3) | $79.12 | — | $1.2 billion | ||||||||||||
| 22,008 | — | ||||||||||||||||
(1) The stock repurchase program approved by the Board of Directors on February 4, 2025 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 was set to expire on February 3, 2027. On July 27, 2026, the Board of Directors terminated this stock repurchase program and approved a new stock repurchase program, pursuant to which the Company is authorized to repurchase up to $2.0 billion of its common stock from time to time through January 31, 2029, on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements, as discussed in Note 10 of the Notes to Consolidated Financial Statements.
(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 stock repurchase program, as applicable, and is included in the cost of shares repurchased in the Consolidated Statements of Stockholders’ Equity.
(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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ITEM 6. EXHIBITS.
Exhibit Number | Exhibit Description | Form | Incorporated by Reference | Filed Herewith | ||||||||||||||||
| File No. | Exhibit | Filing Date | ||||||||||||||||||
10.1 | Skyworks Solutions, Inc. 2026 Long-Term Incentive Plan | X | ||||||||||||||||||
10.2 | Form of Restricted Stock Unit Agreement under the Company’s 2026 Long-Term Incentive Plan | X | ||||||||||||||||||
| 10.3 | Form of Performance Share Agreement under the Company’s 2026 Long-Term Incentive Plan | X | ||||||||||||||||||
| 10.4 | Form of Nonstatutory Stock Option Agreement under the Company’s 2026 Long-Term Incentive Plan | X | ||||||||||||||||||
| 31.1 | Certification of the Company’s Principal Executive Officer pursuant to Securities Exchange Act of 1934, as amended, 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 Principal Financial Officer pursuant to Securities Exchange Act of 1934, as amended, 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 | ||||||||||||||||||
| 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) | |||||||||||||||||||
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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 28, 2026 | By: | /s/ Philip G. Brace | ||||||||
| Philip G. Brace | |||||||||||
President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| By: | /s/ Philip Carter | ||||||||||
| Philip Carter | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
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