Form 8-K

8-K — SKYWORKS SOLUTIONS, INC.

Accession: 0001104659-26-089381

Filed: 2026-08-03

Period: 2026-08-03

CIK: 0000004127

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2620808d3_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2620808d3_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2620808d3_ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2620808d3_8k.htm · Sequence: 1

false

0000004127

2026-08-03

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

Form 8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): August 3, 2026

Skyworks

Solutions, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-05560

04-2302115

(State or other jurisdiction

incorporation)

(Commission File Number)

(IRS Employer Identification

No.)

5260

California Avenue

Irvine,

CA 92617

(Address

of principal executive office) (Zip Code)

(949)

231-3000

(Registrant’s

telephone number, including area code)

Not Applicable

(Former

name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title

of each class

Trading

Symbol(s)

Name of

each exchange

on which registered

Common

Stock, Par Value $0.25 per share

SWKS

Nasdaq

Global Select Market

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. ¨

Item 8.01 Other Events.

On October 27, 2025, Skyworks Solutions, Inc.

(the “Company”) entered into an Agreement and Plan of Merger, as amended, supplemented, amended and restated, restated or

otherwise modified from time to time, (the “Merger Agreement”), by and among the Company, Qorvo, Inc., a Delaware corporation

(“Qorvo”), Comet Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub

I”), and Comet Acquisition II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger

Sub II”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger

Sub I will be merged with and into Qorvo (the “First Merger”), with Qorvo surviving the First Merger, and (ii) immediately

following the First Merger, and as the second step in a single integrated transaction with the First Merger, Qorvo 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. This Form 8-K is being filed in connection

with certain transactions related to the Mergers.

Item 9.01 Financial Statements and Exhibits.

Unaudited Pro Forma Financial Information

(a) Financial Statements of Business Acquired.

The unaudited consolidated financial statements

of Qorvo as of June 27, 2026 and June 28, 2025 and for the three-month period ended June 27, 2026 are attached hereto as

Exhibit 99.1 and are incorporated into this Item 9.01(a) by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information of

the Company, including the unaudited pro forma condensed combined balance sheet as of July 3, 2026 and the unaudited pro forma condensed

combined statements of operations for the nine-month period ended July 3, 2026, which give effect to the Mergers on the basis described

therein, are included in Exhibit 99.2 and incorporated into this Item 9.01(b) by reference.

(d) Exhibits

Exhibit

No.

Description

99.1

The unaudited consolidated financial statements of Qorvo as of June 27, 2026 and June 28, 2025 and for the three-month period ended June 27, 2026.

99.2

The unaudited pro forma condensed combined balance sheet of the Company as of July 3, 2026 and the unaudited pro forma condensed combined statements of operations for the nine-month period ended July 3, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

No Offer or Solicitation

This communication is for informational purposes only and does not

constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or

approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means

of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with

applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements,

including statements about the Mergers, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities 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.

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 plans for dividend payments).

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 the Company’s

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 the Company. Consequently, forward-looking statements involve inherent risks and uncertainties, and actual 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 results to differ materially and adversely from those in the forward-looking statements. You should

consider the risks and uncertainties discussed in the Company’s Annual Report on Form 10-K for the year ended October 3,

2025, under the heading “Risk Factors” and in the other documents filed by the Company with the SEC in evaluating the Company’s

forward-looking statements. The Company has no plans, and undertakes no obligation, to revise or update its forward-looking statements

to reflect any event or circumstance that may arise after the date of this report. The Company cautions readers not to place undue reliance

upon any such forward-looking statements, which speak only as of the date made.

Important Information About the Mergers and Where to Find It

In connection with the Mergers, the Company has

filed with the SEC a registration statement on Form S-4, which includes a proxy statement of Qorvo that also constitutes a prospectus

for the shares of Company common stock to be offered in the Mergers (collectively, the “Mergers Registration Statement and Proxy

Statement/Prospectus”). Each of the Company and Qorvo may also file other relevant documents with the SEC regarding the Mergers.

This communication is not a substitute for the proxy statement/prospectus or registration statement or any other document that the Company

or Qorvo may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS

AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY

AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, QORVO,

THE MERGERS AND RELATED MATTERS. Investors and security holders can obtain free copies of the Mergers Registration Statement and Proxy

Statement/Prospectus and other documents containing important information about the Company, Qorvo and the Mergers filed with the SEC

through the website maintained by the SEC at www.sec.gov. The documents filed by the Company with the SEC also may be obtained free of

charge at the Company’s website at https://www.skyworksinc.com/investors or upon written request to the Company at investor.relations@skyworksinc.com.

The documents filed by Qorvo with the SEC also may be obtained free of charge at Qorvo’s website at https://ir.qorvo.com/ or upon

written request to Qorvo at investor-relations@qorvo.com.

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.

August 3, 2026

Skyworks Solutions, Inc.

By:

/s/ Philip Carter

Name:

Philip Carter

Title:

Senior Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620808d3_ex99-1.htm · Sequence: 2

Exhibit 99.1

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

June 27, 2026

March 28, 2026

ASSETS

Current assets:

Cash and cash equivalents

$ 1,328,943

$ 1,219,015

Accounts receivable, net of allowance of $250 and $301 as of June 27, 2026 and March 28, 2026, respectively

379,545

382,509

Inventories

592,492

553,718

Prepaid expenses

38,857

36,724

Other receivables

16,384

16,172

Other current assets

80,501

98,176

Total current assets

2,436,722

2,306,314

Property and equipment, net of accumulated depreciation of $1,799,737 and $1,781,169 as of June 27, 2026 and March 28, 2026, respectively

680,308

710,392

Goodwill

2,353,226

Intangible assets, net

106,286

121,506

Long-term investments

14,759

16,295

Other non-current assets

348,155

317,857

Total assets

$ 5,939,456

$ 5,825,590

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 253,233

$ 242,870

Accrued liabilities

213,593

248,160

Other current liabilities

220,861

221,727

Total current liabilities

687,687

712,757

Long-term debt

1,549,138

1,549,154

Other long-term liabilities

230,706

219,380

Total liabilities

2,467,531

2,481,291

Commitments and contingent liabilities (Note 7)

Stockholders’ equity:

Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding

—

Common stock and additional paid-in capital, $0.0001 par value; 405,000 shares authorized; 88,218 and 87,741 shares issued and outstanding at June 27, 2026 and March 28, 2026, respectively

3,344,678

3,301,450

Accumulated other comprehensive income

2,657

4,061

Retained earnings

124,590

38,788

Total stockholders’ equity

3,471,925

3,344,299

Total liabilities and stockholders’ equity

$ 5,939,456

$ 5,825,590

See accompanying Notes to Condensed Consolidated

Financial Statements.

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

Three Months Ended

June 27, 2026

June 28, 2025

Revenue

$ 784,795

$ 818,778

Cost of goods sold

383,827

486,976

Gross profit

400,968

331,802

Operating expenses:

Research and development

172,427

179,244

Marketing and selling

48,792

56,891

General and administrative

41,337

50,998

Other operating expense

41,642

14,583

Total operating expenses

304,198

301,716

Operating income

96,770

30,086

Interest expense

(15,852 )

(18,787 )

Other income, net

19,608

20,386

Income before income taxes

100,526

31,685

Income tax expense

(14,724 )

(6,091 )

Net income

$ 85,802

$ 25,594

Net income per share:

Basic

$ 0.97

$ 0.28

Diluted

$ 0.96

$ 0.27

Weighted-average shares of common stock outstanding:

Basic

88,035

92,915

Diluted

89,360

93,770

See accompanying Notes to Condensed Consolidated

Financial Statements.

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE

INCOME

(In thousands)

(Unaudited)

Three Months Ended

June 27, 2026

June 28, 2025

Net income

$ 85,802

$ 25,594

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term investment nature

(1,386 )

11,375

Reclassification adjustments, net of tax:

Amortization of pension actuarial gain

(18 )

(7 )

Other comprehensive (loss) income

(1,404 )

11,368

Total comprehensive income

$ 84,398

$ 36,962

See accompanying Notes to Condensed Consolidated

Financial Statements.

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'

EQUITY

(In thousands)

(Unaudited)

Accumulated

Retained

Common Stock and

Other

Earnings

Additional Paid-in Capital

Comprehensive

(Accumulated

Three Months Ended

Amount

Income (Loss)

Deficit)

Total

Balance, March 28, 2026

87,741

$ 3,301,450

$ 4,061

$ 38,788

$ 3,344,299

Net income

—

85,802

Other comprehensive loss

—

(1,404 )

—

(1,404 )

Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes

208

(10,272 )

—

(10,272 )

Issuance of common stock in connection with employee stock purchase plan

269

19,750

—

19,750

Stock-based compensation

—

33,750

—

33,750

Balance, June 27, 2026

88,218

$ 3,344,678

$ 2,657

$ 124,590

$ 3,471,925

Balance, March 29, 2025

92,920

$ 3,431,308

$ (5,013 )

$ (33,983 )

$ 3,392,312

Net income

—

25,594

Other comprehensive income

—

11,368

—

11,368

Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes

180

(7,291 )

—

(7,291 )

Issuance of common stock in connection with employee stock purchase plan

400

21,299

—

21,299

Repurchase of common stock, including transaction costs and excise tax

(702 )

(50,018 )

—

(50,018 )

Stock-based compensation

—

43,805

—

43,805

Balance, June 28, 2025

92,798

$ 3,439,103

$ 6,355

$ (8,389 )

$ 3,437,069

See accompanying Notes to Condensed Consolidated

Financial Statements.

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended

June 27, 2026

June 28, 2025

Cash flows from operating activities:

Net income

$ 85,802

$ 25,594

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

34,912

39,466

Amortization of intangible assets

15,225

27,994

Deferred income taxes

(8,758 )

(3,756 )

Stock-based compensation expense

34,411

42,475

Other, net

2,666

(1,804 )

Changes in operating assets and liabilities:

Accounts receivable, net

2,941

58,205

Inventories

(39,000 )

4,725

Prepaid expenses and other assets

15,538

2,389

Accounts payable and accrued liabilities

(13,007 )

(2,881 )

Income taxes payable and receivable

4,672

(14,193 )

Other liabilities

4,091

4,731

Net cash provided by operating activities

139,493

182,945

Cash flows from investing activities:

Purchase of property and equipment

(24,144 )

(37,543 )

Other investing activities

1,298

4,212

Net cash used in investing activities

(22,846 )

(33,331 )

Cash flows from financing activities:

Repurchase of common stock, including transaction costs

—

(49,906 )

Proceeds from the issuance of common stock

8,731

9,833

Tax withholding paid on behalf of employees for restricted stock units

(10,272 )

(7,290 )

Net (payments) proceeds from purchase and sale of inventories subject to repurchase

(139 )

45,599

Other financing activities

(4,787 )

(5,171 )

Net cash used in financing activities

(6,467 )

(6,935 )

Effect of exchange rate changes on cash and cash equivalents

(252 )

1,623

Net increase in cash and cash equivalents

109,928

144,302

Cash and cash equivalents at the beginning of the period

1,219,015

1,021,176

Cash and cash equivalents at the end of the period

$ 1,328,943

$ 1,165,478

Supplemental disclosure of cash flow information:

Capital expenditures included in liabilities

$ 18,172

$ 54,666

See accompanying Notes to Condensed Consolidated

Financial Statements.

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION AND SUPPLEMENTAL DISCLOSURES

The accompanying Condensed Consolidated Financial Statements of Qorvo, Inc.

and Subsidiaries (together, the "Company" or "Qorvo") have been prepared in conformity with accounting principles

generally accepted in the United States ("U.S. GAAP"). The preparation of these financial statements requires management to

make estimates and assumptions, which could differ materially from actual results. In addition, certain information or footnote disclosures

normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and

regulations of the U.S. Securities and Exchange Commission (the "SEC"). In the opinion of management, the financial statements

include all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of the interim

periods presented. These Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited consolidated

financial statements and notes thereto included in Qorvo’s Annual Report on Form 10-K for the fiscal year ended March 28,

2026.

The Condensed Consolidated Financial Statements include the accounts

of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Certain prior period amounts have been reclassified to conform to the

fiscal 2027 presentation.

The Company uses a 52- or 53-week fiscal year ending on the Saturday

closest to March 31 of each year. Approximately every five to six years, the Company reports a 53-week fiscal year to align with

the foregoing policy. Fiscal 2027 is a 53-week year and fiscal 2026 was a 52-week year; however, the first quarters of both fiscal years

2027 and 2026 included 13 weeks.

Supplemental Disclosures

Details of "Other operating expense" are as follows (in thousands):

Three Months Ended

June 27, 2026

June 28, 2025

Merger-related costs (1)

$ 14,885

$ 465

Restructuring-related charges (2)

11,674

4,154

Deferred compensation expense

9,897

5,534

Start-up costs

3,734

3,674

Other, net

1,452

756

Total

$ 41,642

$ 14,583

(1) Refer to Note 2 for additional information.

(2) Refer to Note 9 for additional information.

2. PROPOSED MERGERS

On October 27, 2025, the Company entered into an Agreement and

Plan of Merger (the “Merger Agreement”), by and among Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”),

the Company, Comet Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Skyworks (“Merger Sub I”), and

Comet Acquisition II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Skyworks (“Merger Sub II”).

Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub I

will merge with and into the Company (the “First Merger”), with the Company 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 will merge 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.

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

At the effective time of the First Merger (the “Effective Time”),

each share of the Company’s common stock, par value $0.0001 per share (“Qorvo Common Stock”), outstanding immediately

prior to the Effective Time (subject to certain exceptions, including shares of Qorvo Common Stock owned by stockholders of the Company

who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262

of the General Corporation Law of the State of Delaware) will be converted into the right to receive (i) 0.960 (the “Exchange

Ratio”) shares of Skyworks common stock, without interest, and (ii) $32.50 in cash, without interest, subject to applicable

withholding taxes. No fractional shares of Skyworks common stock will be issued in the Mergers, and the Company’s stockholders will

receive cash in lieu of any fractional shares, as specified in the Merger Agreement.

If the Mergers are consummated, Qorvo Common Stock will be delisted

from the Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934, as amended. The Exchange Ratio is expected

to result in the Company’s equityholders and Skyworks equityholders owning approximately 37% and 63%, respectively, of the combined

company on a pro forma basis following the closing of the transactions contemplated by the Merger Agreement.

The Merger Agreement contains certain termination rights for each of

Skyworks and Qorvo. Under specified circumstances, 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.

On February 5, 2026, Qorvo and Skyworks each received a Request

for Additional Information and Documentary Material (the “Second Request”) from the U.S. Federal Trade Commission (the “FTC”)

in connection with the transaction. The Second Request was issued under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended

(the “HSR Act”). The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after

Qorvo and Skyworks have each substantially complied with the Second Request it received, unless the waiting period is voluntarily extended

by the parties or terminated sooner by the FTC.

The stockholders of both Qorvo and Skyworks approved the Merger Agreement

at each company's special meeting of stockholders on February 11, 2026.

On May 20, 2026, Skyworks commenced offers to exchange (the “Exchange

Offers”) any and all outstanding 4.375% Senior Notes due 2029 issued by the Company (the “2029 Notes”) for up to $850.0

million aggregate principal amount of new 4.375% Senior Notes due 2029 issued by Skyworks and any and all outstanding 3.375% Senior Notes

due 2031 issued by the Company (the “2031 Notes” and, together with the 2029 Notes, the “Notes”) for up to $700.0

million aggregate principal amount of new 3.375% Senior Notes due 2031 issued by Skyworks, pursuant to the terms and conditions set forth

in Skyworks’ Registration Statement on Form S-4, filed with the SEC on May 20, 2026. The Exchange Offers will remain open

until 5:00 p.m., New York City time, on September 1, 2026, unless extended at Skyworks’ sole discretion. The expiration date

of the Exchange Offers is expected to be extended to occur on or about the closing of the Mergers.

In conjunction with the Exchange Offers, Skyworks, on behalf of the

Company, solicited consents from holders of the Notes (the “Consents,” and together with the Exchange Offers, the “Exchange

Offers and Consent Solicitations”) to adopt certain proposed amendments to the existing indentures to eliminate substantially all

of the restrictive covenants, certain affirmative covenants and certain events of default (the “Proposed Amendments”). As

of June 11, 2026, the Company received the requisite number of Consents to adopt the Proposed Amendments with respect to each series

of the Notes and entered into supplemental indentures for both the 2029 Notes and the 2031 Notes (together, the “Supplemental Indentures”),

by and among the Company, the guarantors party thereto and the trustee, giving effect to the Proposed Amendments.

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The Proposed Amendments with respect to each series of the Notes will

not become operative until (i) immediately prior to the closing of the transaction or (ii) immediately upon the settlement of

the Exchange Offers for such series of the Notes, depending on the specific amendment, and will cease to be operative if the Mergers are

not consummated.

The foregoing summary

of the Merger Agreement, the Exchange Offers and Consent Solicitations and Supplemental Indentures and the transactions contemplated thereby

does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which was filed as Exhibit 2.1

to the Company's Current Report on Form 8-K filed with the SEC on October 28, 2025, Skyworks' Registration Statement on Form S-4

filed with the SEC on May 20, 2026 and the Supplemental Indentures filed as Exhibits 4.1 and 4.2 to the Company's Current Report

on Form 8-K filed with the SEC on June 12, 2026.

Consummation of the Mergers is subject to required regulatory approvals,

including certain antitrust and foreign investment approvals, and the satisfaction of other customary closing conditions. The Company

is increasingly hopeful that the transaction will close within the calendar year, subject to satisfaction or waiver of all closing conditions,

but there can be no assurances that the closing will occur on this timeline.

Merger-related costs for the

three months ended June 27, 2026 were approximately $14.9 million, primarily related to legal and professional fees.

3. INVENTORIES

The components of inventories, net of reserves, are as follows (in

thousands):

June 27, 2026

March 28, 2026

Raw materials

$ 160,078

$ 162,588

Work in process

315,626

265,250

Finished goods

116,788

125,880

Total inventories

$ 592,492

$ 553,718

4. INTANGIBLE ASSETS

The following table summarizes information regarding the gross carrying

amounts and accumulated amortization of intangible assets (in thousands):

June 27, 2026

March 28, 2026

Gross

Carrying

Accumulated

Carrying

Accumulated

Amount

Amortization

Amount

Amortization

Developed technology

$ 289,825

$ 206,473

$ 330,939

$ 239,563

Technology licenses

74,386

61,237

75,475

55,861

Customer relationships

26,900

17,261

39,900

29,588

Trade names

700

554

700

496

Total (1)

$ 391,811

$ 285,525

$ 447,014

$ 325,508

(1) Amounts include the impact of foreign currency translation.

At the beginning of each fiscal year, the Company removes the gross

asset and accumulated amortization amounts of intangible assets that have reached the end of their useful lives and have been fully amortized.

Useful lives are estimated based on the expected economic benefit to be derived from the intangible assets. The gross carrying amounts

and accumulated amortization of fully impaired intangible assets are written off at the time of impairment.

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

5. DEBT

The following table summarizes the Company's outstanding debt (in thousands):

June 27, 2026

March 28, 2026

4.375% senior notes due 2029

$ 850,000

3.375% senior notes due 2031

700,000

Unamortized premium and issuance costs, net

(862 )

(846 )

Total long-term debt

$ 1,549,138

$ 1,549,154

Credit Agreement

On April 23, 2024, the Company entered into a five-year unsecured

senior credit facility pursuant to a credit agreement with Bank of America, N.A., as administrative agent, swing line lender and letter

of credit issuer and a syndicate of lenders (the "Credit Agreement"), which replaced the previous credit agreement dated as

of September 29, 2020. The Credit Agreement provides for a $325.0 million senior revolving

line of credit (the "Revolving Facility"). Up to $25.0 million of the Revolving

Facility may be used for the issuance of standby letters of credit, and up to $10.0 million

of the Revolving Facility may be used for swing line advances (i.e., short-term borrowings made available from the lead lender). The Company

may request at any time that the Revolving Facility be increased by up to $325.0 million,

subject to securing additional funding commitments from existing or new lenders. The Revolving Facility is available to finance working

capital, capital expenditures and other lawful corporate purposes. The initial maturity date of the Revolving Facility is April 23,

2029, which may be extended by up to two years by exercising extension options provided in the Credit Agreement.

At the Company’s option, loans under the Credit Agreement bear

interest at (i) the Applicable Rate (as defined in the Credit Agreement) plus Term SOFR (as defined in the Credit Agreement) or (ii) the

Applicable Rate plus a rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America,

N.A., or (c) Term SOFR plus 1.00% (the “Base Rate”). All swing line loans bear interest at a rate equal to the Applicable

Rate plus the Base Rate. Term SOFR is the rate per annum equal to the forward-looking SOFR term rate for interest periods of one, three

or six months, as selected by the Company, plus an adjustment of 0.10%. The Applicable Rate is determined by reference to a pricing grid

based on the Consolidated Leverage Ratio (as defined in the Credit Agreement) or, at the option of the Company, the Debt Rating (as defined

in the Credit Agreement). The Applicable Rate for Term SOFR loans ranges from 1.000% per annum to 1.750% per annum and the Applicable

Rate for Base Rate loans ranges from 0.000% per annum to 0.750% per annum. Undrawn amounts under the Revolving Facility are subject to

a commitment fee ranging from 0.125% to 0.275%. Interest for Term SOFR loans is payable at the end of each applicable interest period

or at three-month intervals, if such interest period exceeds three months. Interest for Base Rate loans is payable quarterly in arrears.

The Company pays a letter of credit fee equal to the Applicable Rate multiplied by the daily amount available to be drawn under any letter

of credit, a fronting fee and any customary documentary and processing charges for any letter of credit issued under the Credit Agreement.

During the three months ended June 27, 2026, there were no borrowings

under the Revolving Facility.

The Credit Agreement contains various conditions, covenants and representations

with which the Company must be in compliance in order to borrow funds and to avoid an event of default. As of June 27, 2026, the

Company was in compliance with these covenants.

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Senior Notes due 2029

On September 30, 2019, the Company issued $350.0 million aggregate

principal amount of its 4.375% senior notes due 2029 (the "Initial 2029 Notes"). On December 20, 2019, and June 11,

2020, the Company issued an additional $200.0 million and $300.0 million, respectively, aggregate principal amount of such notes (together,

the "Additional 2029 Notes" and collectively with the Initial 2029 Notes, the "2029 Notes"). The 2029 Notes will mature

on October 15, 2029, unless earlier redeemed in accordance with their terms. The 2029 Notes are senior unsecured obligations of the

Company and are guaranteed, jointly and severally, by certain of the Company's U.S. subsidiaries (the "Guarantors").

The Initial 2029 Notes were issued pursuant to an indenture, dated

as of September 30, 2019, by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee, and the Additional 2029

Notes were issued pursuant to supplemental indentures, dated as of December 20, 2019, and June 11, 2020 (such indenture and

supplemental indentures, collectively, the "2019 Indenture"). The Company may redeem the 2029 Notes, in whole or in part, at

the redemption prices specified in the 2019 Indenture, plus accrued and unpaid interest. The 2019 Indenture contains customary events

of default, including payment default, exchange default, failure to provide certain notices thereunder and certain provisions related

to bankruptcy events. The 2019 Indenture also contains customary negative covenants.

Interest is payable on the 2029 Notes on April 15 and October 15

of each year. The Company paid interest of $18.6 million on the 2029 Notes during both the three months ended June 27, 2026 and June 28,

2025.

Senior Notes due 2031

On September 29, 2020, the Company issued $700.0 million aggregate

principal amount of its 3.375% senior notes due 2031 (the "2031 Notes"). The 2031 Notes will mature on April 1, 2031, unless

earlier redeemed in accordance with their terms. The 2031 Notes are senior unsecured obligations of the Company and are guaranteed, jointly

and severally, by the Guarantors.

The 2031 Notes were issued pursuant to an indenture, dated as of September 29,

2020, by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee (the "2020 Indenture"). The Company may

redeem the 2031 Notes, in whole or in part, at the redemption prices specified in the 2020 Indenture, plus accrued and unpaid interest.

The 2020 Indenture contains substantially the same customary events of default and negative covenants as the 2019 Indenture.

Interest is payable on the 2031 Notes on April 1 and October 1

of each year. The Company paid interest of $11.8 million on the 2031 Notes during both the three months ended June 27, 2026 and June 28,

2025.

On May 20, 2026, Skyworks commenced the Exchange Offers for the

2029 Notes and the 2031 Notes. In conjunction with the Exchange Offers, Skyworks, on behalf of the Company, solicited consents from holders

of the Notes to adopt certain proposed amendments to the existing indentures to eliminate substantially all of the restrictive covenants,

certain affirmative covenants and certain events of default. As of June 11, 2026, the Company received the requisite number of consents

to adopt the proposed amendments with respect to each series of the Notes and entered into supplemental indentures for both the 2029 Notes

and the 2031 Notes. The proposed amendments with respect to each series of the Notes will not become operative until (i) immediately

prior to the closing of the transaction or (ii) immediately upon the settlement of the Exchange Offers for such series of the Notes,

depending on the specific amendment, and will cease to be operative if the Mergers are not consummated. As of June 27, 2026, the

2029 Notes and the 2031 Notes remained outstanding obligations of the Company. Upon settlement of the Exchange Offers (which remain open),

any 2029 Notes and 2031 Notes tendered and accepted for exchange will be exchanged for the applicable Skyworks notes and the related obligations

of the Company and the guarantors under the tendered Notes will cease.

Refer to Note 2 for additional information regarding the Exchange Offers

and Consent Solicitations for the 2029 Notes and the 2031 Notes.

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

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 value of the 2029 Notes and the 2031 Notes as of June 27, 2026 was

$820.3 million and $639.4 million, respectively (compared to the outstanding principal amount of $850.0 million and $700.0 million, respectively).

The estimated fair value of the 2029 Notes and the 2031 Notes as of March 28, 2026 was $829.4 million and $629.5 million, respectively

(compared to the outstanding principal amount of $850.0 million and $700.0 million, respectively). The Company considers the fair value

of its debt to be Level 2 in the fair value hierarchy. Fair values are estimated based on quoted market prices for identical or similar

instruments. The 2029 Notes and the 2031 Notes currently trade over-the-counter, and the fair values were estimated based upon the value

of the last trade at the end of the period.

Interest Expense

During the three months

ended June 27, 2026, the Company recognized $16.4 million of interest expense,

primarily related to the 2029 Notes and the 2031 Notes, which was partially offset by interest capitalized

to property and equipment of $0.6 million. During the three months

ended June 28, 2025, the Company recognized $19.6 million of interest expense, primarily related to the 2029 Notes and the 2031 Notes,

which was partially offset by interest capitalized to property and equipment of $0.8 million. Interest expense for the three months

ended June 27, 2026 and June 28, 2025 also includes financing costs related to

certain inventory (subject to repurchase) in connection with a supply agreement.

6. STOCK REPURCHASES

On November 2, 2022, the Company announced that its Board of Directors

authorized a share repurchase program to repurchase up to $2.0 billion of the Company's outstanding common stock, which included the remaining

authorized dollar amount under a prior program terminated concurrent with the new authorization.

Under this program, share repurchases are made in accordance with applicable

securities laws on the open market or in privately negotiated transactions. The extent to which the Company repurchases its shares, the

number of shares and the timing of any repurchases depends on general market conditions, regulatory requirements, alternative investment

opportunities and other considerations. The program does not require the Company to repurchase a minimum number of shares, does not have

a fixed term, and may be modified, suspended or terminated at any time without prior notice. Shares withheld to satisfy tax withholding

requirements related to the vesting of share-based awards are not considered issued or considered stock repurchases under the Company's

stock repurchase program.

During the three months ended June 27, 2026, the Company did not

repurchase any shares of its common stock. As of June 27, 2026, approximately $416.2 million remains authorized for repurchases under

its share repurchase program.

During the three months ended June 28, 2025, the Company repurchased

approximately 0.7 million shares of its common stock for approximately $50.0 million (including transaction costs and excise tax).

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

7. COMMITMENTS AND CONTINGENT LIABILITIES

Legal Matters

The Company is involved in various legal proceedings and claims that

have arisen in the ordinary course of business that have not been fully adjudicated. The Company accrues a liability for legal contingencies

when it believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The

Company regularly evaluates developments in its legal matters that could affect the amount of the previously accrued liability and records

adjustments as appropriate. Although it is not possible to predict with certainty the outcome of the unresolved legal matters, it is the

opinion of management that these matters will not, individually or in the aggregate, have a material adverse effect on the Company’s

consolidated financial position or results of operations. The Company believes the aggregate range of reasonably possible losses in excess

of accrued liabilities, if any, associated with these unresolved legal matters is not material.

8. REVENUE

Revenue by geographic region (based on the location of the customers'

headquarters) is summarized as follows (in thousands):

Three Months Ended

June 27, 2026

June 28, 2025

United States

$ 509,011

$ 425,260

Taiwan

92,537

96,926

Other Asia

81,189

122,241

China

77,012

155,895

Europe

25,046

18,456

Total revenue

$ 784,795

$ 818,778

The Company also disaggregates revenue by operating segments (refer

to Note 10).

9. RESTRUCTURING

In the second quarter of fiscal 2026, the Company initiated actions

to reduce operating expenses, streamline its manufacturing footprint and accelerate its focus on long-term profitability objectives (the

"2026 Restructuring Initiatives"). As part of these actions, the Company decided to close its North Carolina fabrication facility

and transfer surface acoustic wave ("SAW") filter production to its Texas fabrication facility. In the fourth quarter of fiscal

2026, the Company completed the sale of its North Carolina fabrication facility and is operating under a short-term supply agreement with

the buyer until the Company completes the transfer of SAW filter production to its Texas facility. In addition, the Company consolidated

the Connectivity and Sensors Group ("CSG") organizational structure as it continues to align total Company resources, improve

efficiency and narrow its focus on a higher margin portfolio.

The following table summarizes the charges resulting from the 2026

Restructuring Initiatives (in thousands):

Three Months Ended June 27, 2026

Cost of Goods Sold

Other Operating

Expense

Total

Contract termination and other costs

$ —

$ 866

Asset impairment costs

—

One-time employee termination benefits

250

11,025

11,275

Total

$ 250

$ 11,938

$ 12,188

As of June 27, 2026, the Company has recorded cumulative expenses

of approximately $12.4 million for contract termination and other costs, $48.4 million for one-time employee termination benefits, $1.8

million for asset impairment costs as well as a $7.9 million gain on sale of facility as a result of the 2026 Restructuring Initiatives.

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The Company does not expect to incur additional material charges associated

with the 2026 Restructuring Initiatives.

The following table summarizes the liability activity related to the

2026 Restructuring Initiatives (in thousands):

One-Time Employee

Termination Benefits

Contract Termination

and Other Costs

Total

Accrued restructuring balance as of March 28, 2026

$ 19,856

$ 9,493

$ 29,349

Costs incurred and charged to expense

11,275

866

12,141

Cash payments

(20,502 )

(9,476 )

(29,978 )

Accrued restructuring balance as of June 27, 2026

$ 10,629

$ 883

$ 11,512

The accrued restructuring balances as of June 27, 2026 represent

estimated future cash payments required to satisfy the Company's remaining obligations, the majority of which are expected to be paid

by the end of fiscal 2027.

10. OPERATING SEGMENT INFORMATION

The Company is organized into three operating and reportable segments

that align technologies and applications with customers and end markets: High Performance Analog ("HPA"), Connectivity and Sensors

Group ("CSG") and Advanced Cellular Group ("ACG").

HPA is a leading global supplier of radio frequency, analog mixed signal

and power management solutions. HPA leverages a diverse portfolio of differentiated process technologies and products to serve customers

in consumer, defense and aerospace, infrastructure, and industrial and enterprise markets.

CSG is a leading global supplier of connectivity solutions, with broad

expertise spanning ultra-wideband, Matter®, Bluetooth® Low Energy, Zigbee®, Thread®,

Wi-Fi® and cellular solutions for the Internet of Things to serve customers in automotive, consumer, industrial and enterprise,

and mobile markets.

ACG is a leading global supplier of advanced cellular solutions for

smartphones, wearables, laptops, tablets and other devices. ACG leverages world-class technology and systems-level expertise to deliver

a broad portfolio of high-performance discrete and highly integrated cellular products.

The Company's three operating and reportable segments are based on

the organizational structure and information reviewed by the Company's Chief Executive Officer, who is also the Company's chief operating

decision maker (the "CODM"). The CODM primarily uses segment operating income (loss) to evaluate each segment's performance

and allocate resources. This measure is utilized during the budgeting and forecasting process to assess profitability and enable decision

making regarding strategic initiatives, capital investments and personnel across all operating segments. The Company’s manufacturing

facilities service and provide benefit to all three operating segments, and the operating costs of the facilities are reflected in the

cost of goods sold for each operating segment. The Company’s operating segments do not have intercompany revenue. The CODM does

not evaluate operating segments using discrete asset information.

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The following table presents details of the Company’s operating

and reportable segments and a reconciliation of segment operating income (loss) to consolidated income before income taxes (in thousands):

Three Months Ended

June 27, 2026

June 28, 2025

Revenue:

HPA

$ 206,357

$ 137,395

CSG

101,869

110,153

ACG

476,569

571,230

Total revenue

$ 784,795

$ 818,778

Segment expenses:

HPA

Cost of goods sold

$ 71,269

$ 53,974

Research and development

39,839

37,868

Marketing and selling

17,791

16,861

General and administrative

7,499

7,110

Segment operating income

69,959

21,582

CSG

Cost of goods sold

57,808

59,933

Research and development

23,302

32,685

Marketing and selling

13,000

18,638

General and administrative

4,765

6,430

Segment operating income (loss)

2,994

(7,533 )

ACG

Cost of goods sold

241,450

344,882

Research and development

95,694

94,507

Marketing and selling

13,691

14,357

General and administrative

17,182

19,550

Segment operating income

108,552

97,934

Total segment operating income

$ 181,505

$ 111,983

Unallocated amounts:

Stock-based compensation expense

(34,411 )

(42,475 )

Amortization of acquired intangible assets

(8,777 )

(21,521 )

Restructuring-related charges (1)

(11,521 )

(7,879 )

Merger-related costs (2)

(14,885 )

(465 )

Other (3)

(15,141 )

(9,557 )

Consolidated operating income

96,770

30,086

Interest expense

(15,852 )

(18,787 )

Other income, net

19,608

20,386

Income before income taxes

$ 100,526

$ 31,685

(1) Refer to Note 9 for additional information.

(2) Refer to Note 2 for additional information.

(3) Includes deferred compensation expense; start-up costs; and

certain settlements, gains, losses and other charges.

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The unallocated amounts in the table above are not allocated to the

Company's operating segments because they are not included in the segment operating performance measures evaluated by the Company’s

CODM. Except as discussed above regarding the unallocated amounts, the Company's accounting policies for segment reporting are the same

as for the Company as a whole.

11. INCOME TAXES

The Company’s income tax expense was $14.7 million and $6.1 million

for the three months ended June 27, 2026 and June 28, 2025, respectively. The Company’s effective tax rate was 14.6% and

19.2% for the three months ended June 27, 2026 and June 28, 2025, respectively.

The Company's effective tax rate for the three months ended June 27,

2026 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, the impact of global minimum taxes

and Net Controlled Foreign Corporation Tested Income (formerly Global Intangible Low-Taxed Income ("GILTI")), partially offset

by domestic tax credits generated and discrete tax benefits. A discrete tax benefit of $3.3 million was recognized for the three months

ended June 27, 2026, primarily related to the tax effects of merger-related costs (refer to Note 2 for additional information) and

restructuring-related charges (refer to Note 9 for additional information).

The Company's effective tax rate for the three months ended June 28,

2025 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, global minimum taxes in foreign

jurisdictions and GILTI, partially offset by domestic tax credits generated.

12. NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted

net income per share (in thousands, except per share data):

Three Months Ended

June 27, 2026

June 28, 2025

Numerator:

Numerator for basic and diluted net income per share — net income available to common stockholders

$ 85,802

$ 25,594

Denominator:

Denominator for basic net income per share — weighted-average shares

88,035

92,915

Effect of dilutive securities:

Stock-based awards

1,325

855

Denominator for diluted net income per share — adjusted weighted-average shares and assumed conversions

89,360

93,770

Basic net income per share

$ 0.97

$ 0.28

Diluted net income per share

$ 0.96

$ 0.27

An immaterial number of shares

of outstanding stock-based awards were excluded from the computation of net income per diluted share for the three months ended June 27,

2026 because the effect of their inclusion would have been anti-dilutive. In the computation of diluted net income per share for the three

months ended June 28, 2025, approximately 1.5 million shares

of outstanding stock-based awards were excluded because the effect of their inclusion would have been anti-dilutive.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2620808d3_ex99-2.htm · Sequence: 3

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

The following descriptions are provided for general

information, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Agreement and Plan

of Merger (the “Merger Agreement”), by and among Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”),

Qorvo, Inc., a Delaware corporation (“Qorvo”), Comet Acquisition Corp., a Delaware corporation and a wholly owned subsidiary

of Skyworks (“Merger Sub I”), and Comet Acquisition II, LLC, a Delaware limited liability company and a wholly owned subsidiary

of Skyworks (“Merger Sub II”).

The Mergers. On October 27,

2025, Skyworks, Qorvo, Merger Sub I and Merger Sub II entered into the Merger Agreement. Pursuant to the Merger Agreement, and subject

to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub I will merge 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 will merge 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.

Pro Forma Financial Statements.

The following Unaudited Pro Forma Condensed Combined Statements of Operations (the “Pro Forma Statements of Operations”)

for the nine months ended July 3, 2026 and twelve months ended October 3, 2025, combine the historical consolidated statements

of operations of Skyworks and Qorvo, after giving effect to the Mergers and other adjustments (as described in the Notes to the Unaudited

Pro Forma Condensed Combined Financial Statements) as if they occurred on September 28, 2024. The Unaudited Pro Forma Condensed

Combined Balance Sheet (the “Pro Forma Balance Sheet” and together with the Pro Forma Statements of Operations, the “Pro

Forma Financial Statements”) as of July 3, 2026, combines the historical condensed consolidated balance sheets of Skyworks

and Qorvo, after giving effect to the Mergers and other adjustments as if they had occurred on July 3, 2026.

The Pro Forma Financial Statements were prepared

for illustrative and informational purposes only, in accordance with Regulation S-X Article 11, to demonstrate the estimated effects

of the Mergers and certain other related transactions and adjustments (collectively referred to as transaction accounting adjustments),

such as (a) the alignment of Qorvo’s statements of operations and balance sheet amounts to Skyworks’ presentation, (b) adjustments

based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed, (c) transaction and financing

costs expected to be incurred by Skyworks, and (d) the associated income tax impacts of recognizing these adjustments. The Pro Forma

Financial Statements were prepared using the acquisition method of accounting in accordance with United States generally accepted accounting

principles, applied on a consistent basis (“GAAP”), with the expectation that Skyworks will be identified as the acquirer.

The transaction accounting adjustments were prepared on the basis that such preliminary estimated adjustments will be incurred to achieve

the Mergers, are pending finalization of various estimates, inputs and analyses, and do not include adjustments to reflect any potential

costs that may be incurred in connection with actions required by regulatory or governmental authorities for regulatory approvals and

clearances of the Mergers, including divestitures or concessions; anticipated benefits, including synergies, cost savings, innovation

and operational efficiencies; or potential post-Mergers costs, such as restructuring and integration charges.

The Pro Forma Financial Statements are based

on various adjustments and assumptions and are not necessarily indicative of what the combined statements of operations or balance sheets

would have actually been had the transaction accounting adjustments been consummated as of the dates indicated. Further, the Pro Forma

Financial Statements do not purport to project the future financial position or results of operations of Skyworks and its subsidiaries

(including Qorvo and its subsidiaries, taken as a whole, after giving effect to the Mergers (the “Combined Company”)), which

may differ materially and adversely from the Pro Forma Financial Statements.

The Pro Forma Financial Statements reflect transaction

accounting adjustments that Skyworks believes are necessary to present fairly the Pro Forma Statements of Operations and Pro Forma Balance

Sheet following the consummation of the Mergers as of and for the periods indicated. The transaction accounting adjustments are based

on currently available information and assumptions that Skyworks believes are, under the circumstances and given the information available

at this time, reasonable, directly attributable to the Mergers, and reflective of adjustments necessary to report the combined financial

condition and results of operations as if Skyworks and Qorvo consummated the Mergers. The final acquisition accounting will be based

upon the actual consideration and the fair value of the assets to be acquired and the liabilities to be assumed of the party that is

determined to be the acquiree under GAAP as of the date of the consummation of the Mergers (the “Closing Date”). In addition,

subsequent to the Closing Date, there will be further refinements of the acquisition accounting as additional information becomes available.

Accordingly, the final acquisition accounting may differ materially from the Pro Forma Financial Statements reflected herein.

The Pro Forma Financial Statements should be

read in conjunction with the accompanying notes. In addition, the Pro Forma Financial Statements were based on and should be read in

conjunction with the following historical consolidated financial statements and accompanying notes:

· The Consolidated Financial Statements

of Skyworks, as included in Skyworks’ Annual Report on Form 10-K for the fiscal

year ended October 3, 2025;

· The Unaudited Interim Consolidated

Financial Statements of Skyworks, as included in Skyworks’ Quarterly Report on Form 10-Q

for the quarterly period ended July 3, 2026;

· The Consolidated Financial Statements

of Qorvo for the fiscal years ended March 28, 2026 and March 29, 2025, as included

in Qorvo’s Annual Report on Form 10-K for the fiscal years ended March 28,

2026 and March 29, 2025; and

· The Unaudited Interim Condensed Consolidated

Financial Statements of Qorvo for the quarterly periods ended June 27, 2026, September 27,

2025, and September 28, 2024, as included in Qorvo’s Quarterly Report on Form 10-Q

for the quarterly periods ended June 27, 2026, September 27, 2025, and September 28,

2024.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

(In millions, except per share amounts)

Historical

Skyworks

Solutions, Inc.

Qorvo, Inc.

Reclassification

Merger

Financing

Pro

Forma

Combined 6[i]

Nine

Months

Ended

July 3, 2026

Nine

Months

Ended

June 27, 2026

transaction

accounting

adjustments

transaction

accounting

adjustments

transaction

accounting

adjustments

July

3, 2026

Net

revenue

2,914

2,586

—

5,500

Cost of goods

sold

1,726

1,326

—

(45

)

6[e]

—

3,204

197

6[e]

Gross profit

1,188

1,260

—

(152

)

—

2,296

Operating

expenses:

Research

and development

624

521

—

1,145

Selling,

general, and administrative

327

—

148

6[a][1]

)

6[e]

—

578

108

6[a][2]

Marketing

and selling

—

148

(148

)

6[a][1]

—

General

and administrative

—

108

(108

)

6[a][2]

—

Amortization

of intangibles

—

116

6[e]

—

117

Restructuring

and other charges

—

81 6

[a][3]

—

123

Goodwill

and intangible asset impairment

—

(37

)

6[h]

—

Other

operating expense

—

(81

)

6[a][3]

—

Total operating

expenses

994

940

—

2,008

Operating

income

194

320

—

(226

)

—

288

Interest

expense

(19

)

(51

)

—

)

6[d][2]

(92

)

6[d][1]

(164

)

Other

income, net

—

Income (loss)

before income taxes

204

312

—

(228

)

(92

)

196

Provision

(benefit) for income taxes

—

(40

)

6[f]

(19

)

6[f]

Net income

(loss)

149

280

—

(188

)

(73

)

168

Earnings (loss)

per share:

Basic

0.99

0.72

Diluted

0.99

0.71

Weighted average

Basic

150

235

Diluted

151

236

See accompanying Notes to Unaudited Pro Forma

Condensed Combined Financial Statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

(In millions, except per share amounts)

Historical

Skyworks

Solutions, Inc.

Qorvo, Inc.

Reclassification

Merger

Financing

Pro

Forma

Combined 6[i]

Twelve

Months

Ended

October 3, 2025

Twelve

Months

Ended

September 27, 2025

transaction

accounting

adjustments

transaction

accounting

adjustments

transaction

accounting

adjustments

October

3, 2025

Net

revenue

4,087

3,663

—

7,750

Cost of goods

sold

2,405

2,076

—

(83

)

6[e]

—

4,936

262

6[e]

276

6[g]

Gross profit

1,682

1,587

—

(455

)

—

2,814

Operating expenses:

Research

and development

785

737

—

1,522

Selling,

general, and administrative

372

—

229

6[a][1]

116

6[c]

—

924

167

6[a][2]

6[b]

(10

)

6[e]

Marketing

and selling

—

229

(229

)

6[a][1]

—

General

and administrative

—

167

(167

)

6[a][2]

—

Amortization

of intangibles

—

155

6[e]

—

156

Restructuring

and other charges

—

105

6[a][3]

—

129

Goodwill

and intangible asset impairment

—

(48

)

6[h]

—

Other

operating expense

—

105

(105

)

6[a][3]

—

Total operating

expenses

1,182

1,318

—

263

—

2,763

Operating

income

500

269

—

(718

)

—

Interest

expense

(27

)

(76

)

—

)

6[d][2]

(123

)

6[d][1]

(229

)

Other

income, net

—

112

Income (loss)

before income taxes

527

251

—

(721

)

(123

)

(66

)

Provision

(benefit) for income taxes

—

(99

)

6[f]

(26

)

6[f]

(42

)

Net income

(loss)

477

218

—

(622

)

(97

)

(24

)

Earnings (loss)

per share:

Basic

3.09

(0.10

)

Diluted

3.08

(0.10

)

Weighted average

Basic

154

239

Diluted

155

240

See accompanying Notes to Unaudited Pro Forma

Condensed Combined Financial Statements.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE

SHEET

(In millions)

Historical

Skyworks

Reclassification

Merger

Financing

Pro

Forma

Solutions, Inc.

Qorvo, Inc.

transaction

Combined

accounting

July 3,

2026

June 27,

2026

adjustments

July 3,

2026

ASSETS

Current

assets:

Cash

and cash equivalents

790

1,329

—

(2,867

)

7[b]

1,987

7[l]

1,239

Marketable

securities

—

Receivables,

net of allowances

348

380

—

728

Inventory

1,016

592

—

276

7[c]

—

1,884

Prepaid

expenses

—

(39

)

7[a][1]

—

Other

receivables

—

(16

)

7[a][2]

—

Other

current assets

548

7[a][1]

—

684

7[a][2]

Total

current assets

2,711

2,437

—

(2,591

)

1,987

4,544

Property,

plant, and equipment, net

1,206

680

—

1,886

Operating

lease right-of-use assets

175

—

7[a][3]

—

224

Goodwill

2,177

2,353

—

(2,353

)

7[d]

—

6,333

4,156

7[d]

Intangible

assets, net

679

106

—

(106

)

7[e]

—

4,322

3,643

7[e]

Deferred

tax assets, net

368

—

139

7[a][4]

(139

)

7[f]

—

368

Marketable

securities

—

Long-term

investments

—

(15

)

7[a][5]

—

Other

long-term assets

348

(49

)

7[a][3]

—

270

(139

)

7[a][4]

7[a][5]

Total

assets

7,425

5,939

—

2,610

1,987

17,961

LIABILITIES

AND STOCKHOLDERS’ EQUITY

Current

liabilities:

Accounts

payable

269

253

—

116

7[g]

—

638

Accrued

compensation and benefits

173

—

105

7[a][6]

7[h]

—

347

7[i]

Accrued

liabilities

—

214

(105

)

7[a][6]

—

(109

)

7[a][7]

Other

current liabilities

432

221

109

7[a][7]

—

762

Total

current liabilities

874

688

—

185

—

1,747

Long-term debt

497

1,549

—

(102

)

7[j]

1,987

7[l]

3,931

Long-term tax liabilities

109

—

7[a][8]

(139

)

7[f]

—

822

757

7[f]

Long-term

operating lease liabilities

148

—

7[a][9]

—

185

Other long-term liabilities

230

(95

)

7[a][8]

(19

)

7[i]

—

138

(37

)

7[a][9]

Total

liabilities

1,687

2,467

—

682

1,987

6,823

Commitments

and contingencies

Stockholders’

equity:

Common

stock

3,345

—

(3,345

)

7[k]

—

7[b]

Additional

paid-in capital

220

—

5,544

7[b]

—

5,764

Retained

earnings

5,485

125

—

(125

)

7[k]

—

5,319

(116

)

7[g]

(50

)

7[h]

Accumulated

other comprehensive loss

)

—

)

7[k]

—

)

Total

stockholders’ equity

5,738

3,472

—

1,928

—

11,138

Total

liabilities and stockholders’ equity

7,425

5,939

—

2,610

1,987

17,961

See accompanying Notes to Unaudited Pro Forma

Condensed Combined Financial Statements.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

1.            Description

Of Transactions

On October 27, 2025, Skyworks, Qorvo, Merger

Sub I and Merger Sub II entered into the Merger Agreement. Pursuant to the terms of the Merger Agreement, and subject to the satisfaction

or waiver of the conditions specified therein, (a) Merger Sub I will merge with and into Qorvo, with Qorvo continuing as the Surviving

Corporation, and (b) immediately following the First Merger and as the second step in a single integrated transaction with the First

Merger, the Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II continuing as the Surviving Company and

a wholly-owned subsidiary of Skyworks.

At the effective time of the First Merger (the

“Effective Time”), each share of Qorvo common stock issued and outstanding immediately prior to the Effective Time, except

for shares held by Skyworks or Qorvo, or their direct or indirect subsidiaries (other than, with respect to shares held by Skyworks,

Qorvo, Merger Sub I, or Merger Sub II, shares held on behalf of third parties), will be converted automatically into the right to receive

(i) 0.960 shares (the “Exchange Ratio”) of Skyworks common stock, without interest, and (ii) $32.50 in cash, without

interest (the “Per Share Cash Amount”), subject to applicable withholding taxes (collectively, the “Merger Consideration”).

2.            Basis

Of Presentation

The Pro Forma Financial Statements were prepared

on the basis that Skyworks, assuming receipt of the requisite regulatory approvals and completion of the Mergers, will account for the

Mergers as a purchase of Qorvo using the acquisition method pursuant to Financial Accounting Standards Board (FASB) Accounting Standards

Codification (ASC) 805, Business Combinations. Under the acquisition method, the assets and liabilities of Qorvo are recorded at their

fair value at the effective time of the Mergers. In addition, the total consideration, measured at the market price at the Effective

Time, is allocated to the tangible and intangible assets acquired and liabilities assumed. Fair value is defined in ASC 820, Fair Value

Measurements, as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.” Many of these fair value measurements can be highly subjective, and it is possible

that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative

estimated amounts. Once requisite regulatory approvals are received, Skyworks will consolidate Qorvo prospectively.

The transaction accounting adjustments to the

Pro Forma Financial Statements are preliminary and have been made solely for the purpose of presenting the Pro Forma Financial Statements,

which are necessary to comply with applicable disclosure and reporting requirements. The allocation of the estimated consideration is

pending finalization of various estimates, inputs, and analyses. Since these Pro Forma Financial Statements were prepared based on preliminary

estimates of consideration and fair values attributable to the purchase of Qorvo, the actual amounts eventually recorded for the purchase

accounting, including the identifiable goodwill, may differ materially from the information presented.

The Pro Forma Financial Statements were prepared

from and should be read in conjunction with:

· The Consolidated Financial Statements

of Skyworks, as included in Skyworks’ Annual Report on Form 10-K for the fiscal

year ended October 3, 2025;

· The Unaudited Interim Consolidated

Financial Statements of Skyworks, as included in Skyworks’ Quarterly Report on Form 10-Q

for the quarterly period ended July 3, 2026;

· The Consolidated Financial Statements

of Qorvo for the fiscal years ended March 28, 2026 and March 29, 2025, as included

in Qorvo’s Annual Report on Form 10-K for the fiscal years ended March 28,

2026 and March 29, 2025; and

· The Unaudited Interim Condensed Consolidated

Financial Statements of Qorvo for the quarterly periods ended June 27, 2026, September 27,

2025, and September 28, 2024, as included in Qorvo’s Quarterly Report on Form 10-Q

for the quarterly periods ended June 27, 2026, September 27, 2025, and September 28,

2024.

The Pro Forma Financial Statements include adjustments

necessary to be consistent with GAAP and in accordance with Regulation S-X Article 11. The Pro Forma Statements of Operations give

effect to the Mergers as if they occurred on September 28, 2024. The Pro Forma Balance Sheet gives effect to the Mergers as if they

had occurred on July 3, 2026.

The Pro Forma Financial Statements do not include

adjustments to reflect any potential costs that may be incurred in connection with actions required by regulatory or governmental authorities

for regulatory approvals and clearances of the Mergers, including divestitures or concessions; anticipated benefits, including synergies,

cost savings, innovation, and operational efficiencies; or potential post-merger costs, such as restructuring and integration charges.

Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal, valuation, and other professional fees) are not included

as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred.

The Pro Forma Financial Statements are based

on various adjustments and assumptions and are not necessarily indicative of what the combined statements of operations or financial

position would have actually been had the transaction accounting adjustments been completed as of the dates indicated. Further, the Pro

Forma Financial Statements do not purport to project the future financial position or results of operations of the Combined Company after

the Mergers, which may differ materially and adversely from the Pro Forma Financial Statements.

3.            Significant

Accounting Policies

At this time, Skyworks is not aware of any differences

in accounting policies that would have a material impact on the Pro Forma Financial Statements. The known differences in classifications

were included in the transaction accounting adjustments described in Notes 6 and 7 under the heading “Reclassification adjustments”.

Following the Mergers, Skyworks will conduct a review of Qorvo’s accounting policies in an effort to determine if there are any

material differences that require reclassification of Qorvo’s revenues, expenses, assets, or liabilities to conform with Skyworks’

accounting policies and classifications. As a result of that review, Skyworks may identify differences between the accounting policies

and classifications of the two companies that, when conformed, could have a material impact on the Pro Forma Financial Statements.

4.            Estimate

Of Consideration Expected To Be Transferred

The Mergers described in Note 1 of these Pro

Forma Financial Statements are anticipated to result in the following estimated merger consideration (in millions):

Consideration Transferred [a]:

Estimated cash consideration

[b]

$ 2,867

Estimated fair value of Skyworks common stock to be issued

[c]

5,478

Estimated fair value of assumed Qorvo

equity awards attributable to pre-combination services

[d]

Total estimated merger consideration

$ 8,433

Total estimated cash consideration

$ 2,867

Total estimated equity consideration

5,566

Total estimated merger consideration

$ 8,433

The following descriptions are provided for general

information, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Merger Agreement.

[a] The total estimated merger consideration does

not purport to represent the actual value of the Merger Consideration that will be received

by Qorvo shareholders and employees after the Mergers are completed.

The value of Skyworks common stock

to be issued in the Mergers is estimated at $64.68 per share, which is the closing stock price on July 28, 2026, a date that was

in reasonable proximity to the filing date of these Pro Forma Financial Statements. The actual value of the Merger Consideration will

be based on the closing price of Skyworks common stock at the Effective Time.

The number of issued and outstanding

shares of Qorvo common stock was estimated at 88,221,633 based on the shares outstanding on July 21, 2026. The actual Merger Consideration

will be based on the actual Qorvo common stock outstanding as of immediately prior to the closing of the Mergers.

An increase or decrease of 10% in the

price of Skyworks common stock would cause approximately a $557 million increase or decrease in the estimated value of the total

consideration, which would correspondingly increase or decrease the estimated value of goodwill.

[b] Each share of Qorvo common stock outstanding

will also receive $32.50 in cash, without interest, subject to applicable withholding taxes.

[c] Each share of Qorvo common stock outstanding

will receive 0.960 share of Skyworks common stock.

[d] At the Effective Time, each outstanding Qorvo

restricted stock unit (each, a “Qorvo RSU Award”) that is (A) vested but

not yet settled as of immediately prior to the Effective Time, (B) by its terms becomes

vested in all respects as a result of the occurrence of the Closing or (C) is held by

a non-employee member of the Qorvo board of directors (“Qorvo Board”) as of immediately

prior to the Effective Time (collectively, the “Accelerated Qorvo RSUs”), shall

be cancelled in consideration for the right to receive (1) 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 (2) 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 (collectively, the “Accelerated RSU Consideration”). The

number of shares of Qorvo common stock subject to any Accelerated Qorvo RSUs that remains

subject to performance-based vesting conditions as of immediately prior to the date on which

the closing of the Mergers occurs (the “Closing Date”) (i.e., any Qorvo RSU Award

for which the level of performance vesting has not yet been determined) shall be determined

by assuming, in respect of such Qorvo RSU Award, achievement at target performance (except

that such number for each holder with an individual agreement (each, an “Individual

Agreement”) shall be determined by assuming achievement at the greater of (I) target

performance and (II) actual performance as of immediately prior to the Effective Time

as determined in good faith by the Compensation Committee of the Qorvo Board).

At the Effective Time, each Qorvo RSU

Award that is outstanding immediately prior to the Effective Time, other than an Accelerated Qorvo RSU, without any action on the part

of Skyworks, Qorvo or the holder thereof, shall be assumed by Skyworks and converted automatically into and become 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 under the Qorvo RSU Award as of immediately prior to the Effective Time (except as set forth in Section 3.2(a)(ii) of

the Merger Agreement and other than performance-based vesting conditions, which shall not apply following the Effective Time, with dividend

equivalents continuing to accrue in respect of such Adjusted RSU Awards and with all accrued dividend equivalents (whether accrued prior

to, at or after the Effective Time) paid at the time that such Adjusted RSU Award is settled), except that the number of shares of Skyworks

common stock subject to the Adjusted RSU Award as of the Effective Time will be determined by multiplying (A) the number of shares

of Qorvo common stock subject to the corresponding 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 Qorvo RSU Award

that remains subject to performance-based vesting conditions as of immediately prior to the Closing Date, including any accrued but unpaid

dividend equivalents thereon (i.e., any Qorvo RSU Award for which the level of performance vesting has not yet been determined), shall

be determined by assuming, in respect of such Qorvo RSU Award, achievement at target performance (except that such number for each holder

with an Individual Agreement shall be determined by assuming achievement at the greater of (1) target performance and (2) actual

performance as of immediately prior to the Effective Time as determined in good faith by the Compensation Committee of the Qorvo Board).

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” (as defined in the applicable Qorvo Stock Plan

or award agreement), in each case within the eighteen (18)-month period following the Closing Date, any such Adjusted RSU Award(s) held

by such holder shall accelerate and vest in full. For the avoidance of doubt, any unpaid dividend equivalents accrued in respect of an

Adjusted RSU Award shall be paid at such time as the Adjusted RSU Award vests and settles.

The portion of Qorvo equity awards

attributable to pre-combination and post-combination service is estimated based on the ratio of the service period rendered as of July 21,

2026 to the total service period. The fair value of awards attributed to pre-combination service was recognized as a component of the

purchase price. For the purpose of these Pro Forma Financial Statements, we assumed that all outstanding Qorvo RSU Awards and performance

goals applicable to Qorvo RSU Awards that are subject to performance-based vesting conditions (each, a “Qorvo PBRSU Award”)

on July 21, 2026, were outstanding at the effective time of the Mergers and each Qorvo PBRSU Award was converted to Skyworks stock

unit awards based on the target level of performance.

Qorvo’s outstanding equity awards,

and certain of Skyworks’ outstanding equity awards, include a provision for acceleration of vesting in certain circumstances involving

termination in connection with a change in control. No adjustments have been made to the Pro Forma Financial Statements as a result of

this provision, as Skyworks cannot currently predict the nature and extent of terminations to be made in connection with the Mergers.

5.            Estimate

Of Assets To Be Acquired And Liabilities To Be Assumed

Under the acquisition method of accounting, Qorvo’s

identifiable assets acquired and liabilities assumed by Skyworks will be recorded at the acquisition date fair values and added to those

of Skyworks. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired

and liabilities assumed and are prepared to illustrate the estimated effect of the transactions contemplated by the Merger Agreement

(the “Transactions”). The final determination of the purchase price allocation will be completed as soon as practicable after

the completion of the Transactions and will be based on the fair values of the assets acquired and liabilities assumed as of the Closing

Date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in

the Pro Forma Financial Statements. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional

information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional

analyses and final valuations will not result in material changes to the estimates of fair value set forth below.

The purchase price allocation is preliminary

and will change as a result of several factors, including the finalization of the fair value measurement of assets acquired and liabilities

assumed. The following is a preliminary estimate of the assets to be acquired and the liabilities to be assumed by Skyworks at the effective

time of the Mergers, reconciled to the preliminary Merger Consideration (in millions):

Estimated

Fair Value

Cash and cash equivalents

$ 1,329

Receivables, net of allowances

380

Inventory

[a]

868

Other current assets

136

Property, plant, and equipment, net

[b]

680

Intangible assets, net

[c]

3,643

Long-term investments

Other long-term assets

[a]

209

Accounts payable and other current liabilities

(688 )

Long-term debt

[a]

(1,447 )

Other long-term liabilities

[a]

(848 )

Total identifiable net assets

$ 4,277

Estimated purchase price

8,433

Estimated goodwill

[d]

$ 4,156

[a] Balances represent the estimated fair value

of tangible assets acquired and liabilities assumed. These estimates are based on a preliminary

valuation performed as of July 3, 2026, and are subject to further review by management.

See Note 7 below for a further explanation of the assumptions related to the fair value estimates

made.

[b] Property, plant, and equipment, net—The

carrying value of Qorvo’s property and equipment was used in the preliminary purchase

price allocation, and no adjustments were made to the unaudited pro forma condensed combined

balance sheet. Adjustments may be required when additional information is obtained and a

more detailed review is performed over the fair value of property and equipment. The actual

amounts recorded when the Mergers are completed may differ materially from the current book

value of property and equipment.

[c] Intangible assets, net—Estimated

fair value as of the Pro Forma Balance Sheet date was comprised of (in millions):

Intangible Asset

Estimated

Useful Life

Approximate

Fair Value

Technology based intangibles

$ 2,093

Customer-based intangibles

1,550

Total

$ 3,643

[d] Estimated Goodwill—Represents

the excess of the preliminary estimated Merger Consideration over the estimated fair value

of the underlying net assets acquired. Goodwill will not be amortized but instead will be

reviewed for impairment annually on the first day of the fourth fiscal quarter, or more frequently

if facts and circumstances warrant a review. Goodwill is attributable to the assembled workforce

of Qorvo, planned growth in new markets, and synergies expected to be achieved from the combined

operations of Skyworks and Qorvo. Goodwill recognized in the Merger is not expected to be

deductible for tax purposes.

6.            Pro

Forma Statement Of Operations Accounting Adjustments

[a] Reclassification adjustments—Certain

reclassification transaction accounting adjustments were made to the Pro Forma Statements

of Operations to make the presentation conform to the presentation adopted by Skyworks.

[1] Revised the presentation of Qorvo’s

marketing and selling expense in the amount of $148 million and $229 million to

selling, general, and administrative for the nine months ended June 27, 2026 and twelve

months ended September 27, 2025, respectively.

[2] Revised the presentation of Qorvo’s

general and administrative expense in the amount of $108 million and $167 million

to selling, general, and administrative for the nine months ended June 27, 2026 and

twelve months ended September 27, 2025, respectively.

[3] Revised the presentation of Qorvo’s

other operating expense in the amount of $81 million and $105 million to restructuring

and other charges for the nine months ended June 27, 2026 and twelve months ended September 27,

2025, respectively.

[b] Retention cash bonuses—Related

to the Mergers, Qorvo and Skyworks have each established retention cash bonus programs for

its respective employees. While Skyworks’ retention program includes that grants to certain

individuals, if any, will be in the form of equity, certain details of the plans have yet

to be determined, and the entire program is assumed to be cash awards for purposes of the

Pro Forma Financial Statements. For the purposes of the Pro Forma Statements of Operations,

the compensation and benefits expense reflects the maximum amount payable under the retention

cash bonus programs and was assumed to be amortized completely in the twelve months ended

October 3, 2025.

[c] Merger costs—Reflects the total

estimated transaction costs for Skyworks that have not yet been recognized in the statement

of operations for the twelve months ended October 3, 2025. Transaction costs are expensed

as incurred and reflected as if incurred on September 28, 2024, and the date the Transactions

are assumed to have been completed for the purposes of the Pro Forma Statements of Operations.

This is a non-recurring item.

[d] Interest expense

[1] For the purposes of these Pro Forma Financial Statements, we assume

that a portion of the cash consideration will be funded through $2,000 million of new debt financing. The remaining cash consideration

will be funded by cash accumulated through operating activities. The Pro Forma Statements of Operations assume that Skyworks funded the

aforementioned portion of the cash consideration through the issuance of new debt as of September 28, 2024, at a reasonable interest

rate of 6%, and total issuance costs of $13 million that will be amortized over the expected life of the debt financing.

A hypothetical increase or decrease of

0.125% in the assumed interest rate would result in a $3 million increase or decrease in the estimated annual interest expense.

If $1 billion of cash is accumulated

before the Effective Time and the amount of debt used to cover the cash consideration is correspondingly reduced, assuming an interest

rate of 6%, the estimated annual interest expense would decrease $60 million.

[2] Represents costs incurred in connection with the exchange offers and

related consent solicitations, pursuant to which Skyworks has offered to exchange each series of Qorvo’s outstanding senior notes

for newly issued Skyworks senior notes having substantially similar terms. In connection with the exchange offers, Skyworks also commenced

the solicitation of consents for proposed amendments to the applicable indenture governing each series of Qorvo’s outstanding senior

notes. For the purposes of the Pro Forma Statements of Operations, the exchange offers and related consent solicitations are assumed to

have been successfully completed in connection with the consummation of the Mergers. Issuance costs of $12 million are assumed to be amortized

over the remaining weighted average term of the notes of approximately 4 years.

[e] Amortization expense—Represents

the adjustment to record elimination of historical amortization expense and recognition of

new amortization expense related to identifiable intangible assets based on the estimated

fair value. Amortization expense is calculated based on the estimated fair value of each

of the identifiable intangible assets and the associated estimated useful lives as discussed

in Note 7(e) below, and is allocated between amortization of acquisition-related intangible

assets – cost of goods sold and selling, general, and administrative expense based

on the nature of activities associated with the intangible assets acquired.

[f] Provision for income taxes—The

estimated transaction accounting adjustments to income tax benefit relates primarily to the

decrease in income before income taxes in the statement of operations for the nine months

ended July 3, 2026 and twelve months ended October 3, 2025, and the corresponding

income tax benefit is recognized for the respective period presented. A blended statutory

tax rate of approximately 15% is assumed for the amortization of intangible assets, a

blended statutory tax rate of approximately 18% is assumed for inventory fair value adjustments, a tax rate of approximately 11% is assumed for the adjustment of historic goodwill impairment, and the

US statutory tax rate of 21% is assumed for all other pro forma adjustments. The tax rate applied to the elimination of historical goodwill

impairment is based on the historical disclosures regarding the tax impact of such impairments.

The applicable blended statutory tax rates are based on the jurisdictions in which the assets

are located and are not necessarily indicative of the effective tax rate of Skyworks following

the transactions, which could be significantly different depending on post-acquisition activities,

including the geographical mix of income.

[g] Amortization of inventory step-up—Based

on estimated inventory turnover, the inventory step-up fair value adjustment was assumed

to be amortized completely in the twelve months ended October 3, 2025.

[h] Goodwill Impairment—Represents

the elimination of historical goodwill impairment of $37 million and $48 million

recorded by Qorvo during the nine months ended June 27, 2026 and twelve months ended

September 27, 2025, respectively. Qorvo’s historical goodwill is eliminated and

replaced with goodwill resulting from the preliminary purchase price allocation. Accordingly,

the historical goodwill impairment charge is no longer applicable and has been eliminated.

[i] Anticipated benefits and transaction related

charges—The Pro Forma Financial Statements do not include adjustments to reflect

any potential costs that may be incurred in connection with actions required by regulatory

or governmental authorities for regulatory approvals and clearances of the Mergers, including

divestitures or concessions; anticipated benefits, including synergies, cost savings, innovation,

and operational efficiencies; or potential post-transaction costs, such as restructuring

and integration charges.

7.            Pro

Forma Balance Sheet Accounting Adjustments

[a] Reclassification adjustments—Certain

reclassification transaction accounting adjustments were made to the Pro Forma Balance Sheet

to make the presentation conform to the presentation adopted by Skyworks.

[1] Reclassified Qorvo’s prepaid expenses

to other current assets in the amount of $39 million as of July 3, 2026.

[2] Reclassified Qorvo’s other receivables

to other current assets in the amount of $16 million as of July 3, 2026.

[3] Reclassified a portion of Qorvo’s

other long-term assets to operating lease right-of-use assets in the amount of $49 million

as of July 3, 2026.

[4] Reclassified a portion of Qorvo’s

other long-term assets to deferred tax assets, net in the amount of $139 million as

of July 3, 2026.

[5] Reclassified Qorvo’s long-term investments

to other long-term assets in the amount of $15 million as of July 3, 2026.

[6] Reclassified a portion of Qorvo’s

accrued liabilities to accrued compensation and benefits in the amount of $105 million

as of July 3, 2026.

[7] Reclassified the remaining portion of

Qorvo’s accrued liabilities to other current liabilities in the amount of $109 million

as of July 3, 2026.

[8] Reclassified a portion of Qorvo’s

other long-term liabilities to long-term tax liabilities in the amount of $95 million

as of July 3, 2026.

[9] Reclassified a portion of Qorvo’s

other long-term liabilities to long-term operating lease liabilities in the amount of $37 million

as of July 3, 2026.

[b] Consideration—Represents the

total Merger Consideration of $8,433 million, consisting of (i) cash consideration

of $2,867 million, (ii) issuance of approximately 84,700,000 shares of Skyworks

common stock with an estimated fair value of $5,478 million, and (iii) issuance

of approximately 1,355,000 Skyworks restricted stock unit awards with an estimated fair value

of $88 million attributable to pre-combination services. The calculation of preliminary

Merger Consideration is based on 88,221,633 shares of Qorvo common stock outstanding as of

July 21, 2026.

[c] Inventory—Raw material inventory

is measured at fair value (current replacement cost), which is estimated to be the current

carrying value. Work-in-process inventory is estimated at the fair market value, which is

the estimated selling price less the sum of (a) costs to complete the manufacturing

process, (b) costs of selling effort, and (c) a reasonable profit margin for the

completion of the manufacturing process and selling effort. Finished goods inventory is estimated

at the fair market value, which is the estimated selling price less the sum of (a) costs

of selling effort, and (b) a reasonable profit margin for the selling effort.

[d] Goodwill—Represents the adjustment

to eliminate Qorvo’s historical goodwill balance and estimate the goodwill value acquired

in the transaction based on the preliminary purchase price allocation, as further described

in Note 5.

[e] Intangible assets, net—Represents

the adjustments to eliminate Qorvo’s historical net intangible assets carrying value

and estimate the fair value of intangible assets acquired in the Transactions. Preliminary

identifiable intangible assets in the Pro Forma Financial Statements are provided in the

table above. The amortization related to these identifiable intangible assets is reflected

as a transaction adjustment in the Pro Forma Statements of Operations, as further described

in Note 5. The identifiable intangible assets and related amortization are preliminary and

are based on management’s estimates after consideration of similar transactions.

[f] Deferred income taxes—Represents

the adjustment to the deferred tax assets and the deferred tax liability balance associated

with the incremental differences in the book and tax basis created from the preliminary purchase

price allocation, primarily resulting from the preliminary fair value of intangible assets.

Deferred taxes are established based on a blended statutory tax rate based on jurisdiction

where income is generated. The effective tax rate of Skyworks following the Transactions

could be significantly different (even higher or lower) depending on post-acquisition activities,

including the geographical mix of income. This determination is preliminary and subject to

change based upon the final determination of the closing date fair value, primarily of the

identifiable intangible assets.

[g] Merger costs—A transaction accounting

adjustment was made for the estimated $116 million in merger costs to be incurred by

Skyworks. The adjustment was assumed to be recorded in accounts payable as of July 3,

2026.

[h] Retention cash bonuses—Related

to the Mergers, Skyworks and Qorvo have each established retention cash bonus programs for

its respective employees. While Skyworks’ retention program includes that grants to certain

individuals, if any, will be in the form of equity, certain details of the programs have

yet to be determined, and the entire program is assumed to be cash awards for purposes of

the pro forma financial statements. Awards under Skyworks’ program vest 50% at closing

and 50% six months thereafter, and awards under Qorvo’s program vest 60% at closing

and 40% six months thereafter. For the purposes of this Pro Forma Balance Sheet, the accrued

compensation and benefits reflects the maximum amount payable under the retention bonus programs.

[i] Deferred compensation—Qorvo has

a non-qualified deferred compensation plan that requires a lump-sum payout upon change in

control at the election of the eligible employees and members of the Qorvo’s board.

The Transaction Accounting adjustment of $19 million relates to the portion of

deferred compensation obligation that is being paid out as a result of the change in control.

[j] Debt—Represents the net adjustment to the estimated fair value

of Qorvo’s senior notes assumed in connection with the transactions, as well as costs incurred in connection with the exchange offers

as mentioned in note 6[d][2], based on the aggregate principal amount of such senior notes as of August 3, 2026.

[k] Historical shareholders’ equity—The

historical shareholder’s equity of Qorvo will be eliminated as part of the Mergers.

[l] Debt—For the purposes of these Pro Forma Financial Statements,

we assume that a portion of the cash consideration will be funded through $2,000 million of new debt financing. The remaining cash

consideration will be funded through cash accumulated through cash provided by operating activities. The financing transaction adjustment,

which includes issuance and liability management costs of $13 million assumed to be paid in cash, was assumed to be recorded on July 3,

2026, for this Pro Forma Balance Sheet.

8.            Pro

Forma Earnings Per Share

The combined basic and diluted earnings per share

for the periods presented are based on the combined weighted average basic and diluted common stock of Skyworks and Qorvo. As of the

beginning of the periods presented, the historical weighted average basic and diluted shares of Qorvo were assumed to be replaced by

the common stock issued and share settlement of stock-based compensation by Skyworks at the effective time of the Mergers as discussed

in Note 4. The number of issued and outstanding shares of Qorvo common stock was estimated at 88,221,633 based on the shares outstanding

on July 21, 2026. Each share of Qorvo common stock outstanding will receive 0.96 share of Skyworks common stock, yielding a pro

forma adjustment of 84,692,768 shares of basic and diluted earnings per share.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Aug. 03, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 03, 2026

Entity File Number

001-05560

Entity Registrant Name

Skyworks

Solutions, Inc.

Entity Central Index Key

0000004127

Entity Tax Identification Number

04-2302115

Entity Incorporation, State or Country Code

Entity Address, Address Line One

5260

California Avenue

Entity Address, City or Town

Irvine

Entity Address, State or Province

Entity Address, Postal Zip Code

92617

City Area Code

949

Local Phone Number

231-3000

Written Communications

true

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, Par Value $0.25 per share

Trading Symbol

SWKS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration