Skyworks Solutions (SWKS)

EX-99.1 2 tm2620808d3_ex99-1.htm EXHIBIT 99.1 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 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 Shares 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 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 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 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 $ 850,000 3.375% senior notes due 2031 700,000 700,000 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 $ 866 Asset impairment costs — 47 47 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 3 tm2620808d3_ex99-2.htm EXHIBIT 99.2 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. 2 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] (5 ) 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 1 — — 116 6[e] — 117 Restructuring and other charges 42 — 81 6 [a][3] — — 123 Goodwill and intangible asset impairment — 82 — (37 ) 6[h] — 45 Other operating expense — 81 (81 ) 6[a][3] — — — Total operating expenses 994 940 — 74 — 2,008 Operating income 194 320 — (226 ) — 288 Interest expense (19 ) (51 ) — (2 ) 6[d][2] (92 ) 6[d][1] (164 ) Other income, net 29 43 — — — 72 Income (loss) before income taxes 204 312 — (228 ) (92 ) 196 Provision (benefit) for income taxes 55 32 — (40 ) 6[f] (19 ) 6[f] 28 Net income (loss) $ 149 $ 280 $ — $ (188 ) $ (73 ) $ 168 Earnings (loss) per share: Basic $ 0.99 $ 0.72 Diluted $ 0.99 $ 0.71 Weighted average shares: Basic 150 85 8 235 Diluted 151 85 8 236 See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements. 3 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] 50 6[b] (10 ) 6[e] Marketing and selling — 229 (229 ) 6[a][1] — — — General and administrative — 167 (167 ) 6[a][2] — — — Amortization of intangibles 1 — — 155 6[e] — 156 Restructuring and other charges 24 — 105 6[a][3] — — 129 Goodwill and intangible asset impairment — 80 — (48 ) 6[h] — 32 Other operating expense — 105 (105 ) 6[a][3] — — — Total operating expenses 1,182 1,318 — 263 — 2,763 Operating income 500 269 — (718 ) — 51 Interest expense (27 ) (76 ) — (3 ) 6[d][2] (123 ) 6[d][1] (229 ) Other income, net 54 58 — — — 112 Income (loss) before income taxes 527 251 — (721 ) (123 ) (66 ) Provision (benefit) for income taxes 50 33 — (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 shares: Basic 154 85 8 239 Diluted 155 85 8 240 See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements. 4 UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (In millions) Historical Skyworks Reclassification Merger Financing Pro Forma Solutions, Inc. Qorvo, Inc. transaction transaction transaction Combined As of As of accounting accounting accounting As of July 3, 2026 June 27, 2026 adjustments adjustments 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 9 — — — — 9 Receivables, net of allowances 348 380 — — — 728 Inventory 1,016 592 — 276 7[c] — 1,884 Prepaid expenses — 39 (39 ) 7[a][1] — — — Other receivables — 16 (16 ) 7[a][2] — — — Other current assets 548 81 39 7[a][1] — — 684 16 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 — 49 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 14 — — — — 14 Long-term investments — 15 (15 ) 7[a][5] — Other long-term assets 95 348 (49 ) 7[a][3] — — 270 (139 ) 7[a][4] 15 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] 50 7[h] — 347 19 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 — 95 7[a][8] (139 ) 7[f] — 822 757 7[f] Long-term operating lease liabilities 148 — 37 7[a][9] — — 185 Other long-term liabilities 59 230 (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 38 3,345 — (3,345 ) 7[k] — 60 22 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 (5 ) 2 — (2 ) 7[k] — (5 ) 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. 5 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. 6 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] 88 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. 7 [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. 8 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 15 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 8 $ 2,093 Customer-based intangibles 10 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. 9 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. 10 [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. 11 [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. 12 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. 13