AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Patents and customer-specific engineering support differentiation, but comparative superiority is asserted rather than demonstrated. Realized share and price erosion prevent a durable-moat conclusion.
durability · 1/4 · Technical assets and reported design wins have not prevented displacement at a significant customer. Merger synergies remain prospective.
customer dependency · 1/4 · Road-map integration suggests some dependency, but cancellation rights and realized share loss indicate fragile customer commitment. No switching-cost magnitude is demonstrated.
erosion resilience · 1/4 · Automotive, data center and Wi-Fi demand provide operating offsets, but customer share loss, realized lower prices and declining gross margins show limited resistance to erosion.
Pricing power19
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 0/4 · Competition has caused declining average selling prices, and lower selling prices contributed to the fiscal 2025 gross-profit decline. These are realized adverse outcomes, rather than hypothetical risks.
retention · 1/4 · Assessed indirectly from operating demand and design wins. New adoption and higher unit volumes support continuing demand, but significant-customer share loss contradicts strong retention. No retention rate is inferred.
margin resilience · 1/4 · Gross margins remained positive but fell to 40.1% from 41.6% quarterly and to 40.8% from 41.3% over nine months. Unfavorable mix outweighed higher volumes; fiscal 2025 also suffered from lower selling prices.
contractual freedom · 1/4 · Customers' ability to cancel before shipment with little notice and little or no penalty weakens Skyworks' ability to enforce committed commercial terms. Specific price-reset rights are not supplied.
Predictability71
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 25.00
- Revenue growth volatility (pp)
- 8.37
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 8.23
Financial strength100
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 100.00
- netDebtEbitGrade
- 100.00
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 100.00
- Debt / FCF (x)
- 0.90
- Net debt / operating income (x)
- -0.33
- Interest coverage (x)
- 18.45
- Current ratio (x)
- 2.33
Capital allocation83
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 11.71
- 3-year average dilution (%)
- -1.66
- 3-year average SBC / revenue (%)
- 4.63
- cashConversionGrade
- 100.00
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Fiscal 2025 generated substantial operating cash, but distributions plus capital expenditures exceeded it. A prior capacity-deposit impairment is adverse. Subsequent debt repayment and dividend cessation improve financial flexibility, while merger financing remains a commitment with unproven returns.
incentive alignment · 2/4 · Actual stock awards, disclosed ownership requirements, a pledging prohibition and an adopted recovery policy support alignment. Large awards alone do not demonstrate performance alignment; holdings, award hurdles and realized vesting outcomes are insufficiently disclosed here.
execution · 2/4 · Indirect operating evidence is mixed: reported design wins and growing automotive, data center and Wi-Fi demand coexist with significant-customer share loss and nine-month operating income falling from $389.0 million to $194.4 million. Pending merger benefits do not count as executed outcomes.
governance · 2/4 · Annual elections, majority voting, an independent chairman and independent committees demonstrate useful safeguards. Existing supermajority provisions qualify the assessment; their proposed removal is not treated as completed, and disclosed structures do not establish exceptional oversight outcomes.
Evidence
Our product portfolio is reinforced by a library of approximately 5,200 worldwide issued patents and other intellectual property that we own and control.
Business: issued patents and intellectual property · Filed 07/11/2025
Together, our industry-leading technology enables us to deliver the highest levels of product performance and integration.
Business: management claim of technology performance and integration · Filed 07/11/2025
Our customers value the scale of our global supply chain, our innovative technology, our ability to curate and deliver unique solutions, and our system engineering expertise, resulting in deep customer loyalty.
Customer Relationships: management claim of customer loyalty · Filed 07/11/2025
We partner with our customers to support their long-term product road maps and are valued as a system solutions provider rather than just a discrete product vendor.
Customer Relationships: long-term product road maps · Filed 07/11/2025
Many of our products are customized to the needs or specifications of a specific customer or have a limited number of potential alternative buyers.
Risk Factors: customized products and limited alternative buyers · Filed 07/11/2025
From time to time, we have lost market share as a result of competition, and we could lose market share in the future.
Competition: realized historical market-share losses · Filed 07/11/2025
Also, this competition has resulted in, and is expected to continue to result in, declining average selling prices for many of our products and increased challenges in maintaining or increasing revenue, gross margin, and market share.
Competition: realized selling-price declines · Filed 07/11/2025
Due to industry practice, which allows customers to cancel orders with limited advance notice to us prior to shipment, and with little or no penalty, we believe that backlog as of any particular date may not be a reliable indicator of our future revenue levels.
Business: customer order cancellation rights · Filed 07/11/2025
General During the three months ended July 3, 2026, the following key factors contributed to our overall results of operations, financial position, and cash flows: •Net revenue decreased to $934.8 million for the three months ended July 3, 2026, as compared to $965.0 million for the corresponding period in fiscal 2025, driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our automotive and data center products.
Results of Operations: significant-customer share loss and automotive/data center demand · Filed 28/07/2026
The decrease in gross profit in fiscal 2025, as compared to fiscal 2024, was primarily the result of unfavorable product mix, lower average selling prices, and an increase in costs associated with facility consolidation and closure, partially offset by higher unit volumes.
MD&A: fiscal 2025 gross-profit decline and lower selling prices · Filed 07/11/2025
Gross Profit Three Months Ended Nine Months Ended (dollars in millions) July 3, 2026 Change June 27, 2025 July 3, 2026 Change June 27, 2025 Gross profit $ 375.0 (6.5)% $ 401.0 $ 1,187.6 (3.8)% $ 1,234.6 % of net revenue 40.1 % 41.6 % 40.8 % 41.3 % Gross profit represents net revenue less cost of goods sold.
MD&A: fiscal 2026 quarterly and nine-month gross profit and margins · Filed 28/07/2026
The decrease in gross profit for the three and nine months ended July 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily the result of unfavorable product mix, partially offset by higher unit volumes.
MD&A: unfavorable product mix and higher unit volumes · Filed 28/07/2026
On June 20, 2025, Denso Corporation filed patent infringement litigation against the Company in the U.S.
Commitments and Contingencies: patent infringement litigation · Filed 28/07/2026
The decrease in cash, cash equivalents, and marketable securities during fiscal 2025 was primarily due to share repurchases of $830.2 million, dividend payments of $432.6 million, and capital expenditures of $195.0 million, partially offset by cash generated from operations of $1,300.8 million.
MD&A: fiscal 2025 operating cash generation, shareholder distributions and capital expenditures · Filed 07/11/2025
During fiscal 2023, the Company recorded impairment charges of $47.5 million within cost of goods sold due to reduced overall market demand related to long-term supply capacity deposits.
Financial statement notes: fiscal 2023 capacity-deposit impairment · Filed 07/11/2025
The decrease in cash, cash equivalents, and marketable securities during the three months ended July 3, 2026 was primarily due to repayments of debt of $500.0 million, dividend payments of $106.9 million and capital expenditures of $87.1 million, partially offset by cash generated from operations of $70.4 million.
MD&A: quarterly debt repayment, dividends, capital expenditures and operating cash flow · Filed 28/07/2026
Dividends On July 28, 2026, in light of the pending mergers, the Company announced that the Board of Directors had decided not to declare quarterly cash dividends on the Company’s common stock going forward.
Stockholders' Equity: July 28, 2026 decision to cease declaring quarterly dividends · Filed 28/07/2026
As of July 3, 2026, Goldman Sachs Bank USA has committed to provide up to $1,500.0 million of senior unsecured bridge term loans.
Liquidity: bridge financing commitment as of July 3, 2026 · Filed 28/07/2026
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in millions, except per share amounts) Three Months Ended Nine Months Ended July 3, 2026 June 27, 2025 July 3, 2026 June 27, 2025 Net revenue $ 934.8 $ 965.0 $ 2,913.9 $ 2,986.7 Cost of goods sold 559.8 564.0 1,726.3 1,752.1 Gross profit 375.0 401.0 1,187.6 1,234.6 Operating expenses: Research and development 207.8 199.4 623.5 562.4 Selling, general, and administrative 98.7 89.3 326.8 259.9 Amortization of intangibles 0.2 0.2 0.7 0.7 Restructuring, impairment, and other charges 19.8 1.5 42.2 22.6 Total operating expenses 326.5 290.4 993.2 845.6 Operating income 48.5 110.6 194.4 389.0 Interest expense (5.9) (6.6) (19.8) (20.2) Other income, net 6.2 8.0 29.3 35.9 Income before income taxes 48.8 112.0 203.9 404.7 Provision for income taxes 14.9 7.0 55.2 69.0 Net income $ 33.9 $ 105.0 $ 148.7 $ 335.7 Earnings per share: Basic $ 0.23 $ 0.70 $ 0.99 $ 2.15 Diluted $ 0.22 $ 0.70 $ 0.99 $ 2.14 Weighted average shares: Basic 150.4 150.0 150.1 156.3 Diluted 151.4 150.3 150.8 156.9 See accompanying Notes to Consolidated Financial Statements.
Unaudited consolidated statements of operations: fiscal 2026 comparative results · Filed 28/07/2026
to create a U.S.-based leader in high-performance RF, analog and mixed-signal solutions • Secured 5G content across premium Android smartphones • Announced ultra-low jitter clock buffers for high-speed Ethernet and PCIe Gen 7 connectivity, enabling AI, cloud computing, and 5G/6G network applications • Expanded Wi-Fi 7 portfolio traction across enterprise access points, consumer routers and home mesh networking, broadening adoption across enterprise, networking and home connectivity platforms • Captured new automotive programs and key design wins spanning 5G telematics and in-vehicle infotainment platforms (2) Please see table on page 109 for a full reconciliation of non-GAAP results to GAAP results.
Fiscal 2025 accomplishments: product adoption and design wins · Filed 03/04/2026
Corporate Governance Best Practices Annually Elected Directors All of our directors are elected annually Majority Vote Standard In uncontested elections, directors are elected by a majority of votes cast Board Leadership Our current Board Chairman is independent.
Corporate Governance: annual elections, majority voting and independent chairman · Filed 03/04/2026
At times when the Chairman is not independent, the Board selects a lead independent director with a robust set of duties set forth in our corporate governance guidelines Executive Sessions Our independent directors regularly meet in executive sessions without management, with the Chairman presiding Independent Board Committees All members of the Board’s three standing committees are independent directors Board Refreshment Our Board regularly takes steps to refresh its membership, including adding four new directors since 2022 Risk Assessment Our Board and its committees regularly review management’s processes for identifying, assessing, and managing risks Annual Board Assessment The Nominating and Corporate Governance Committee oversees an annual evaluation of the effectiveness of the Board, each committee, and individual directors Executive Succession Planning The Board periodically reviews and approves the executive succession plan in consultation with the Compensation and Talent Committee and the Chief Executive Officer No “Poison Pill” The Board has not adopted a “poison pill” Stock Ownership Requirements All directors and executive officers are subject to robust stock ownership requirements Prohibition on Pledging We prohibit our directors and employees from pledging Company securities Special Meeting Right Our stockholders have the right to call a special meeting of the Company’s stockholders Proxy Access Eligible stockholders may nominate their own director nominees to be included in the Company’s proxy materials Regular Stockholder Engagement We regularly conduct outreach to our stockholders to understand their perspectives on various matters Director Commitments All directors are subject to our policy on director public company board commitments and annual review by the Nominating and Corporate Governance Committee regarding those commitments Proxy Statement 5 TABLE OF CONTENTS Compensation Highlights Under our pay-for-performance philosophy, we believe that executive compensation should be strongly aligned with the interests of our long-term stockholders.
Corporate Governance: independent committees, ownership requirements and shareholder rights · Filed 03/04/2026
Brace(4) 2025 571,154 22,608,588 1,155,048 201,816(5) 24,536,606 Chief Executive Officer and President 2024 2023 Philip Carter(4) 2025 91,435 4,684,079 0 3,804 4,779,318 Senior Vice President and Chief Financial Officer 2024 2023 Reza Kasnavi 2025 685,386 4,452,408 773,934 17,360 5,929,088 Executive Vice President, Chief Operations and Technology Officer(6) 2024 597,600 4,435,150 349,860 16,961 5,399,571 2023 574,100 4,377,587 370,013 35,936 5,357,636 Robert J.
Summary Compensation Table: actual fiscal 2025 executive compensation awards and payments · Filed 03/04/2026
In November 2023, the Company adopted a new executive compensation recovery policy (the “2023 Policy”) for purposes of complying with Section 10D of the Exchange Act and Nasdaq listing standards.
Compensation: adoption of executive compensation recovery policy · Filed 03/04/2026
To approve four separate amendments to the Company’s Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to (a) stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company’s assets, or issuance of a substantial amount of the Company’s securities; (b) stockholder approval of a business combination with any related person; (c) stockholder amendment of charter provisions governing directors; and (d) stockholder amendment of the charter provision governing action by stockholders; 8.
Annual meeting proposals: proposed removal of supermajority provisions · Filed 03/04/2026
We believe this transaction will provide: • a larger and more diversified product portfolio offering for customers, • a stronger innovation pipeline driven by enhanced investment in product and technology development, • compelling strategic and financial opportunities, including the potential for enhanced scale and financial profile, • advances in our domestic manufacturing position and improved factory utilization, and • significant cost synergies once the companies are fully integrated, which we expect to be within 24 to 36 months after closing.
Chairman's letter: expected merger benefits and prospective synergies · Filed 03/04/2026
The Mergers, which we are increasingly hopeful will close within the calendar year, are subject to the satisfaction or waiver of customary closing conditions, including adoption of the Merger Agreement by Qorvo’s stockholders and the approval by Skyworks’ stockholders of the issuance of Skyworks common stock included in the consideration to be paid to Qorvo stockholders, the expiration or early termination of the waiting period under the HSR Act, and other regulatory approvals under 19 Table of Contents certain antitrust and foreign investment regimes, and the absence of any order, injunction or law of such jurisdictions prohibiting the Mergers.
Pending mergers: anticipated timing and outstanding closing conditions · Filed 28/07/2026
During the nine months ended July 3, 2026, the decrease in net revenue was additionally offset by an increase in demand for our Wi-Fi products.
MD&A: increased nine-month demand for Wi-Fi products · Filed 28/07/2026
