Skyworks Solutions completes Qorvo merger
Legacy Skyworks shareholders own approximately 63% and legacy Qorvo shareholders approximately 37% of the combined company on a fully diluted basis.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Skyworks Solutions, Inc. (SWKS) completed its combination with Qorvo on October 5, 2026. Each eligible Qorvo common share converted into the right to receive 0.960 Skyworks common shares and $32.50 in cash, subject to applicable withholding taxes; Qorvo stockholders are entitled to cash in lieu of fractional Skyworks shares. The combination is expected to be immediately accretive to non-GAAP EPS and to produce annualized cost synergies of $500 million or more, expected within 24 to 36 months after closing when the companies are fully integrated.
Net proceeds from $800 million of 5.000% Senior Notes due 2028, $600 million of 5.750% Senior Notes due 2032 and $600 million of 6.250% Senior Notes due 2036, issued August 10, 2026, were used to finance the cash consideration. The 11-member board includes Philip G. Brace, seven Skyworks designees and three Qorvo designees; Brace continues as CEO. Jason K. (J.K.) Givens, formerly Qorvo’s Senior Vice President, General Counsel and Secretary, became Skyworks’ Senior Vice President, General Counsel and Secretary. Robert Terry ceased serving as Skyworks’ Senior Vice President, General Counsel and Secretary.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Expected annualized cost synergies: $500 million or more within 24–36 months.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Immediate non-GAAP EPS accretion is expected from the combination.
Negative
- None.
Filing Explained
With the combination completed, legacy Skyworks holders own approximately
8-K Event Classification
Key Figures
Key Terms
Exchange Ratio financial
annualized cost synergies financial
non-GAAP EPS financial
fully diluted basis financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What synergies and earnings impact does Skyworks (SWKS) expect from the Qorvo combination?
How is the Skyworks (SWKS) board composed after the Qorvo merger?
Which Skyworks (SWKS) notes financed the Qorvo merger cash consideration?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
INTRODUCTORY NOTE
This Current Report on Form 8-K is being filed in connection with the completion on October 5, 2026 (the “Closing Date”), of the previously announced merger transaction between Skyworks Solutions, Inc. (“Skyworks”) and Qorvo, Inc. (“Qorvo”), pursuant to the Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated as of October 27, 2025, by and among Skyworks, Qorvo, Comet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Skyworks (“Merger Sub I”), and Comet Acquisition II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Skyworks (“Merger Sub II”).
Pursuant to the Merger Agreement, on the Closing Date, (i) Merger Sub I merged with and into Qorvo (the “First Merger”), with Qorvo surviving the First Merger as a wholly owned subsidiary of Skyworks (the “Surviving Corporation”), and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation merged with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II continuing as the surviving entity in the Second Merger and a wholly owned subsidiary of Skyworks (the “Surviving Company”). Capitalized terms used but not defined herein have the meanings specified in the Merger Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and in Items 2.03, 5.02 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Merger Consideration
Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of Qorvo (“Qorvo Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Qorvo Common Stock that were held (a) directly or indirectly, by any wholly-owned subsidiary of Qorvo immediately prior to the Effective Time, (b) by Qorvo (or in Qorvo’s treasury), and (c) directly or indirectly, by Skyworks, Merger Sub I, Merger Sub II or any other wholly-owned subsidiary of Skyworks immediately prior to the Effective Time) was converted into the right to receive (i) 0.960 (the “Exchange Ratio”) shares of common stock, par value $0.25 per share, of Skyworks (“Skyworks Common Stock”), without interest, and (ii) $32.50 in cash, without interest (the “Per Share Cash Amount”), subject to applicable withholding taxes, (the foregoing clauses (i) and (ii), collectively, the “Merger Consideration”). No fractional shares of Skyworks Common Stock are being issued in the Mergers and Qorvo stockholders became entitled to receive cash in lieu of any fractional shares, as specified in the Merger Agreement.
Treatment of Equity Awards
Pursuant to the Merger Agreement, at the Effective Time, each outstanding equity award with respect to Qorvo Common Stock was treated as follows:
| · | Each outstanding Qorvo restricted stock unit (“Qorvo RSU Award”) that (a) was vested but not yet settled as of immediately prior to the Effective Time, (b) by its terms became vested in all respects as a result of the occurrence of the Closing or (c) was held by a non-employee member of the Qorvo board of directors as of immediately prior to the Effective Time (collectively, the “Accelerated Qorvo RSUs”), was cancelled in consideration for the right to receive (i) the Merger Consideration in respect of each share of Qorvo Common Stock that was subject to such Accelerated Qorvo RSU immediately prior to the Effective Time and (ii) an amount in cash equal to all dividend equivalents, if any, accrued but unpaid as of the Effective Time with respect to each such Accelerated Qorvo RSU. The number of shares of Qorvo Common Stock subject to any Accelerated Qorvo RSUs that remained subject to performance-based vesting conditions as of immediately prior to the Closing Date (i.e., any Qorvo RSU Award for which the level of performance vesting had not yet been determined) was determined by assuming, in respect of such Qorvo RSU Award, achievement at target performance, subject to certain exceptions for individuals for whom achievement was assumed at the greater of target performance and actual performance as of immediately prior to the Effective Time. |
| · | Each outstanding Qorvo RSU Award that was not an Accelerated Qorvo RSU (the “Unvested Qorvo RSU Awards”), was assumed by Skyworks and converted automatically into a restricted stock unit award covering shares of Skyworks Common Stock (each, an “Adjusted RSU Award”), on the same terms and conditions as were applicable to such Qorvo RSU Award immediately prior to the Effective Time (other than performance-based vesting conditions, which no longer apply following the Effective Time, with dividend equivalents continuing to accrue in respect of such Adjusted RSU Awards and with all accrued dividend equivalents paid at such time as the Adjusted RSU Award is settled), except that the number of shares of Skyworks Common Stock subject to each such Adjusted RSU Award as of the Effective Time was determined by multiplying (a) the number of shares of Qorvo Common Stock subject to the corresponding Unvested Qorvo RSU Award immediately prior to the Effective Time by (b) an amount equal to the sum of (i) the Exchange Ratio, plus (ii) the quotient obtained by dividing the Per Share Cash Amount by the volume weighted average trading price of Skyworks Common Stock on Nasdaq for the five (5) consecutive trading days ending on the trading day immediately preceding the Closing Date, as calculated by Bloomberg L.P. (such amount, the “Conversion Ratio”), with any fractional shares in the resulting product rounded to the nearest whole share. The number of shares of Qorvo Common Stock subject to any such Unvested Qorvo RSU Award that remain subject to performance-based vesting conditions for which the level of performance vesting had not yet been determined as of immediately prior to the Closing Date, including any accrued but unpaid dividend equivalents, was determined by assuming, in respect of such Unvested Qorvo RSU Award, achievement at target performance, subject to certain exceptions for individuals for whom achievement was assumed at the greater of target performance and actual performance as of immediately prior to the Effective Time. In the event of a termination of employment of any holder of an Adjusted RSU Award by Skyworks, the Surviving Company or one of their affiliates without “cause” or by such holder with “good reason” (each as defined in the applicable Qorvo equity plan or equity award agreement), in each case within the eighteen (18)-month period following the Closing Date, any such Adjusted RSU Awards held by such holder will accelerate and vest in full. |
The foregoing summary of the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Skyworks with the U.S. Securities and Exchange Commission (the “SEC”) on October 28, 2025, and is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K.
As previously disclosed, on August 10, 2026, Skyworks issued $800,000,000 5.000% Senior Notes due 2028, $600,000,000 5.750% Senior Notes due 2032 and $600,000,000 6.250% Senior Notes due 2036 (collectively, the “Notes”), pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-297918) filed with the SEC on August 3, 2026. The net proceeds received from the sale of the Notes were used to finance the cash consideration for the Mergers.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and in Items 2.01, 2.03 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Resignations and Appointment of Directors
In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the size of the board of directors of Skyworks (the “Skyworks Board”) was increased to consist of eleven (11) directors: (i) Philip G. Brace, who continues to serve as the Chief Executive Officer of Skyworks, (ii) seven (7) directors designated by Skyworks (the “Skyworks Designees”) and (iii) three (3) directors designated by Qorvo (the “Qorvo Designees”), each of whom will hold office until the next annual meeting of stockholders of Skyworks.
In addition to Mr. Brace, the Skyworks Designees are Christine King, Alan S. Batey, Eric J. Guerin, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim and Maryann Turcke (each of whom was an existing director of Skyworks as of immediately prior to the Effective Time). The Qorvo Designees are Robert A. Bruggeworth, Richard L. Clemmer and Christopher R. Koopmans.
Each of the Qorvo Designees will be eligible to receive compensation for their service as directors on the same basis as other non-employee directors of Skyworks (as described in Skyworks’ definitive proxy statement filed with the SEC on April 3, 2026). In accordance with the directors’ equity compensation program, on the fifth business day following the date of their initial appointment to the Board, each of the Qorvo Designees will automatically be granted an award consisting of restricted stock units with an aggregate grant date fair value of approximately $230,000, prorated for the period from the date of appointment to the scheduled date of Skyworks’ next annual meeting of stockholders. The number of restricted stock units subject to each award will be determined by reference to the average closing price of Skyworks Common Stock over the 30 consecutive trading day period ending on (and including) the grant date, and rounding such result to the nearest whole share (with .50 and greater being rounded up). Each award will vest on the scheduled date of Skyworks’ next annual meeting of stockholders, subject to the director’s continued service on the Skyworks Board through such date.
Effective upon and in connection with the Closing, Kevin L. Beebe resigned from the Skyworks Board and all committees of the Skyworks Board. Such resignation was not the result of any disagreement with Skyworks on any matter relating to Skyworks’ operations, policies or practices.
As of the date of this Current Report on Form 8-K, appointments for Qorvo Designees to committees of the Skyworks Board have not yet been determined. Skyworks will file an amendment to this Current Report on Form 8-K under Item 5.02 containing such information within four business days after the committee appointments are determined or otherwise become available.
None of Mr. Bruggeworth, Mr. Clemmer or Mr. Koopmans has any family relationship with Skyworks’ directors or executive officers or any persons nominated or chosen by Skyworks to be a director or executive officer, and none of Mr. Bruggeworth, Mr. Clemmer or Mr. Koopmans is a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Officer Transitions
Effective upon and in connection with the Closing, Robert Terry, one of Skyworks’ named executive officers for fiscal year 2025, ceased to serve as Senior Vice President, General Counsel and Secretary of Skyworks, and Mr. Terry’s last day of employment with Skyworks will be October 5, 2026. Upon his departure, Mr. Terry will receive separation benefits in connection with a termination without cause as provided for in Skyworks’ Severance and Change in Control Benefits Plan, a copy of which has been previously filed with the SEC, provided that any outstanding equity awards held by him will be treated in accordance with their terms, as amended. From and after the Closing, Jason K. (J.K.) Givens, formerly Qorvo's Senior Vice President and General Counsel, Secretary, will be Skyworks’ Senior Vice President and General Counsel, Secretary.
| Item 8.01 | Other Events. |
On October 5, 2026, Skyworks issued a press release announcing consummation of the transaction between Skyworks and Qorvo. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Skyworks’ and Qorvo’s current expectations, estimates and projections about the potential benefits of the transaction between Skyworks and Qorvo, their respective businesses and industries, management’s beliefs and certain assumptions made by Skyworks and Qorvo, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the anticipated benefits of the transaction. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) failure to realize the anticipated benefits of the transaction, including as a result of delay in integrating the businesses of Skyworks and Qorvo; (ii) Skyworks’ and Qorvo’s ability to implement their business strategies; (iii) pricing trends; (iv) potential litigation relating to the transaction that has been or could be instituted against the parties or their respective directors; (v) the risk that disruptions from the transaction will harm Skyworks’ or Qorvo’s business, including current plans and operations; (vi) the ability of Skyworks or Qorvo to retain and hire key personnel; (vii) potential adverse reactions or changes to business relationships resulting from the completion of the transaction (viii) uncertainty as to the long-term value of Skyworks’ common stock; (ix) legislative, regulatory and economic developments affecting Skyworks’ and Qorvo’s businesses; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which Skyworks and Qorvo operate; (xii) potential business uncertainty, including changes to existing business relationships, as a result of the transaction that would affect the parties’ financial performance; and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Skyworks’ and Qorvo’s response to any of the aforementioned factors. These risks, as well as other risks associated with the transaction, are more fully discussed in the joint proxy statement/prospectus previously filed in connection with the transaction. While the list of factors presented here and in the joint proxy statement/prospectus are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Skyworks’ or Qorvo’s consolidated financial condition, results of operations or liquidity. Neither Skyworks nor Qorvo assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report on Form 8-K is required to be filed.
(b) Pro-Forma Financial Information
Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report on Form 8-K is required to be filed.
(d) Exhibits
| Exhibits Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of October 27, 2025, by and among Skyworks, Merger Sub I, Merger Sub II, and Qorvo (incorporated by reference to Exhibit 2.1 to Skyworks’ Current Report on Form 8-K filed with the SEC on October 28, 2025, File No. 001-05560)* | |
| 99.1 | Press Release, dated October 5, 2026 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by the SEC.
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 hereunto duly authorized.
| Skyworks Solutions, Inc. | ||
| October 5, 2026 | By: | /s/ Philip M. Carter |
| Name: | Philip M. Carter | |
| Title: | Senior Vice President and Chief Executive Officer |
Exhibit 99.1
|
Media Relations: Constance Griffiths (949) 230-4867 Constance.Griffiths@skyworks.com |
Investor Relations: Raji Gill (949) 508-0973 Raji.Gill@skyworks.com |
Skyworks Completes Combination with Qorvo
Expands technology portfolio and addressable market, with $500 million or more in expected annual cost synergies and immediate non-GAAP EPS accretion
IRVINE, Calif., -- Oct. 5, 2026 -- Skyworks (Nasdaq: SWKS) today announced the successful completion of its combination with Qorvo. The close of the transaction creates a U.S.-based, global leader in high-performance radio frequency (RF), power management, and analog and mixed-signal semiconductor solutions.
“This combination is about far more than bringing two companies together,” said Phil Brace, chief executive officer and president of Skyworks. “Our customers are tackling increasingly complex challenges and need partners with the capabilities, engineering expertise and scale to help them innovate faster. Together, we are well positioned to deliver more integrated, system-level solutions and accelerate the next generation of connected technologies. Today marks an important milestone—but it is only the beginning. We see an extraordinary opportunity to create long-term value for our customers, shareholders and employees while helping shape the future of our industry.”
The transaction creates a larger, more diversified semiconductor company, combining complementary RF, analog, and power technologies with expanded engineering capabilities — approximately 8,000 engineers and more than 12,000 issued and pending patents.
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In Mobile, the combination broadens its RF front-end portfolio, positioning the company to benefit from rising RF complexity. As 5G-Advanced evolves and the industry moves toward 6G, smartphones are expected to support more frequency bands, new spectrum and AI-driven features, increasing demand for highly integrated RF solutions.
Beyond Mobile, the combination more than doubles Skyworks' addressable market and establishes a platform spanning physical AI and connected edge, defense and aerospace, data center and networking, and automotive. It also broadens the technology portfolio into RF GaN, low-voltage power, and wired broadband.
Skyworks will benefit from greater end-market breadth, strengthened domestic manufacturing, and annualized cost synergies of $500 million or more, expected to be realized within 24 to 36 months post-close when the companies are fully integrated.
The transaction is expected to be immediately accretive to non-GAAP EPS while maintaining a favorable capital structure. Skyworks will provide financial guidance on its fiscal fourth-quarter earnings call on Nov. 3.
Bob Bruggeworth, former chief executive officer and president of Qorvo and a member of the Skyworks Board of Directors, added, “This next chapter begins with an immense amount of pride. I've had the opportunity to see firsthand our teams preparing for this moment with tremendous focus and discipline. I have great confidence in the future of the combined company and its ability to deliver on the promise of the combination.”
Under the terms of the merger agreement, Qorvo shareholders are entitled to receive $32.50 in cash and 0.960 of Skyworks’ common share for each share of Qorvo common stock they owned. Legacy Skyworks shareholders own approximately 63% of the combined company and legacy Qorvo shareholders own approximately 37%, on a fully diluted basis. The company will continue to operate as Skyworks and trade under the SWKS ticker symbol on the NASDAQ market.
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As previously announced, Phil Brace will continue to serve as chief executive officer and president of Skyworks. Bob Bruggeworth, Richard Clemmer and Chris Koopmans, formerly on the Qorvo board of directors, have each joined the Skyworks Board of Directors.
Advisors
Qatalyst Partners and Goldman Sachs & Co. LLC acted as financial advisors to Skyworks, with Skadden, Arps, Slate, Meagher & Flom LLP serving as Skyworks’ legal advisor.
Centerview Partners LLC was exclusive financial advisor and Davis Polk & Wardwell LLP acted as legal advisor to Qorvo.
About Skyworks
Skyworks® is a global leader in high-performance RF, precision timing, power management and mixed-signal solutions that power the intelligent, connected world. Through deep engineering expertise, Skyworks helps customers address rising complexity and deliver seamless connectivity across smartphones, vehicles, networks and critical infrastructure.
From defense and aerospace systems to the connected edge, AI infrastructure and next-generation automotive platforms, Skyworks provides the essential technologies that connect, synchronize and power physical AI, as intelligence moves out of the data center and into the real world. Harnessing decades of technical leadership and trusted partnerships across the technology ecosystem, Skyworks helps the world's leading innovators bring next-generation products and services to market.
Skyworks is a member of the S&P 500® market index (Nasdaq: SWKS). For more information, please visit www.skyworksinc.com.
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Forward Looking Statements
This press release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include information relating to future events, prospects, expectations and results of Skyworks (e.g., certain projections and business trends, including with respect to future sales and revenue, as well as statements regarding the recently completed combination with Qorvo, Inc. (“Qorvo”)). Forward-looking statements can often be identified by words such as “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “believes,” “plans,” “may,” “will” or “continue,” and similar expressions and variations or negatives of these words. All such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially and adversely from those projected and may affect our future operating results, financial position and cash flows.
These risks, uncertainties and other important factors include: the potential impacts on our business, reputation, relationships, results of operations, cash flows and financial condition as a result of the combination with Qorvo, Inc.; the possibility that expected benefits related to such transactions with Qorvo may not materialize as expected; our business experiencing disruptions as a result of the acquisition, including factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; the diversion of management time to integration of the business; our being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all; the costs, fees, expenses and other charges related to the transactions with Qorvo, including with respect to any related litigation; reduced flexibility in operating our business as a result of the substantial amount of additional indebtedness we have incurred and may in the future incur in connection with the Qorvo transactions; unexpected costs, charges and expenses related to the integration of the parties’ businesses; the risks of doing business internationally, including from trade war or trade protection measures (e.g., tariffs, retaliatory tariffs and other countermeasures or taxes), increased import/export restrictions and controls (e.g., our ability to obtain foreign-sourced raw materials, including from Chinese-based sources, as well as our ability to sell products to certain specified foreign entities only pursuant to a limited export license from the U.S. Department of Commerce), the susceptibility of the semiconductor industry and the markets addressed by our, and our customers’, products to economic cycles or changes in economic conditions, including inflation and recession that could result from trade war or trade protection measures; our reliance on a small number of key customers for a large percentage of our sales; decreased gross margins and loss of market share as a result of increased competition; our ability to obtain design wins from customers; our ability to convert design wins into revenue; market acceptance of our products and our customers’ products, including market acceptance of new, emerging technologies such as AI; the mix and volume of phone models sold by our largest customer; delays in the deployment of commercial 5G networks or in consumer adoption of 5G-enabled devices; the volatility of our stock price; changes in laws, regulations and/or policies that could adversely affect our operations and financial results, the economy and our customers’ demand for our products, or the financial markets and our ability to raise capital; fluctuations in our manufacturing yields due to our complex and specialized manufacturing processes; our ability to develop, manufacture and market innovative products, avoid product obsolescence, reduce costs in a timely manner, transition our products to smaller geometry process technologies and achieve higher levels of design integration; the quality of our products and any defect remediation costs; our products’ ability to perform under stringent operating conditions; the availability and pricing of third-party semiconductor foundry, assembly and test capacity, raw materials, including rare earth and similar minerals, supplier components, equipment and shipping and logistics services, including limits on our customers’ ability to obtain such services and materials; risks that we may not be able to optimize our manufacturing footprint and achieve any financial and operational benefits from such efforts, including reducing fixed costs or improving utilization rates, disruptions to our manufacturing processes, including relating to any relocation of our key facilities; our ability to successfully manage our senior management transitions; our ability to retain, recruit and hire key executives or the departure of any such executives, technical personnel and other employees in the positions and numbers, with the experience and capabilities, and at the compensation levels needed to implement our business and product plans; the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory; other economic, social, military and geopolitical conditions in the countries in which we, our customers or our suppliers operate, including the conflicts in Ukraine, Iran and other regions in the Middle East, possible disruptions in transportation networks, and fluctuations in foreign currency exchange rates; the effects of global health crises on business conditions in our industry, including the risk of significant disruptions to our business operations, as well as negative impacts to our financial condition; our ability to prevent theft of our intellectual property, disclosure of confidential information or breaches of our information technology systems; uncertainties of litigation, including potential disputes over intellectual property infringement and rights, as well as payments related to the licensing and/or sale of such rights; our ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third parties; our ability to make certain investments and acquisitions, integrate Qorvo and other companies we acquire and/or enter into strategic alliances; and other risks and uncertainties, including those detailed from time to time in our filings with the Securities and Exchange Commission.
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The forward-looking statements contained in this press release are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Note to Editors: Skyworks, Qorvo, the Skyworks symbol, and the Qorvo symbol are trademarks or registered trademarks of Skyworks Solutions, Inc., or its subsidiaries in the United States and other countries. Third-party brands and names are for identification purposes only and are the property of their respective owners.
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