THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Skyworks Solutions, Inc. (SWKS)

2/13/2006 Proxy Information

Mr. Iyer is a former executive with Conexant Systems, Inc. Conexant Systems, Inc. merged with Skyworks on June 25, 2002.

Mr. Leonard served as Chairman of Skyworks Solutions, Inc. from April 2000 until June 2002 and from September 1999 to April 2000, was Chief Executive Officer. From July 1996 to September 1999, he served as President and Chief Executive Officer.

3/11/2005 Proxy Information

Mr. Iyer is a former executive with Conexant Systems, Inc. Conexant Systems, Inc. merged with Skyworks on June 25, 2002.

Mr. Leonard served as Chairman of Skyworks Solutions, Inc. from April 2000 until June 2002 and from September 1999 to April 2000, was Chief Executive Officer. From July 1996 to September 1999, he served as President and Chief Executive Officer.

2/2/2004 Proxy Information

Dwight W. Decker, Moiz M. Beguwala, and Balakrishnan S. Iyer are former employees of Contexant.

We issued to Conexant, and have outstanding,15% convertible senior subordinated notes in a principal amount of $45 million due June 30, 2005 (the “Senior Notes”). The Senior Notes were issued under an indenture entered into by us and Wachovia Bank, National Association, as trustee. We may redeem the Senior Notes in whole or in part, at any time after May 12, 2004, subject to a redemption premium of 3% of the then outstanding principal amount thereof. Under the terms of the Senior Notes, Conexant has the right to convert the outstanding principal amount thereof (or any portion thereof) into a number of shares of our common stock equal to the principal amount of the Senior Notes to be so converted, divided by the applicable conversion price, as determined pursuant to the terms of the Senior Notes. Upon maturity, the Senior Notes are payable in shares of our common stock based on the applicable conversion price as of the maturity date, although interest on the Senior Notes, as well as the outstanding principal if certain events of default occur, is payable by us in cash. The initial conversion price of the Senior Notes is $7.87 per share, subject to adjustment generally as follows:

o if the average closing price per share of our common stock for the ten trading days immediately prior to, but not including, the applicable date of conversion (the “Market Price”) is less than the conversion price but greater than or equal to 80% of the then current conversion price (the “Floor Price”), the conversion price shall be adjusted to equal the Market Price; and

o if the Market Price is less than the Floor Price, the conversion price shall be adjusted to equal the Floor Price.

We also entered into a registration rights agreement with Conexant, which will provide for the registration under the Securities Act, as amended, of the resale by Conexant (or any transferee thereof) of the Senior Notes and the shares of our common stock underlying the Senior Notes. We have agreed to maintain the registration statement contemplated by the registration rights agreement effective and available for use until December 31, 2005, subject to certain limitations.

Tax Allocation Agreement

At the time of the Merger, we entered into a tax allocation agreement with Conexant, which allocates responsibilities, liabilities and benefits relating to taxation between us and our affiliates and Conexant and its affiliates. In general, Conexant is responsible for tax liabilities of the wireless business for periods prior to the Merger and we are responsible for tax liabilities of the wireless business for periods after the Merger. Subsequent to the execution of the tax allocation agreement, on November 6, 2002, we amended the tax allocation agreement to limit our indemnification obligations thereunder to a reduced set of circumstances. We remain responsible, however, for various other tax obligations and for compliance with various representations and covenants as set forth in the tax allocation agreement.

Transition Services Agreements

On June 25, 2002, in connection with the Merger, we entered into transition services agreements with Conexant to cover information technology services as well as other transition services following the Merger. Payments due to Conexant for the services rendered under these agreements during fiscal year 2003 totaled approximately $12 million.

Effective November 2003, we terminated the portions of the information technology services relating to applications and programming services support, and subsequently agreed to terminate the remaining information technology services, effective May 31, 2004.

Jazz and Conexant Wafer Supply Agreement

Under supply agreements entered into with Conexant and Jazz Semiconductor, Inc. (“Jazz”), we receive wafer fabrication, wafer probe and certain other services from Jazz. Pursuant to these supply agreements, we are committed to obtain certain minimum wafer volumes from Jazz. Our expected minimum purchase obligations under these supply agreements are anticipated to be approximately $39 million and $13 million in fiscal 2004 and 2005, respectively. Based on our current business outlook, we anticipate purchasing approximately $110 million in wafers from Jazz during fiscal year 2004. We anticipate that these purchases could result in an obligation to Conexant of approximately $2 million in fiscal year 2004.

Mexicali Supply Agreement

Under a device supply and services agreement with Conexant, Conexant obtains certain semiconductor processing, packaging and testing services from us, including: assembly services; final testing; post-test processing; and shipping. Under this agreement, Conexant purchases products manufactured using technologies qualified as of the time of the agreement and, upon mutual agreement, products manufactured using certain subsequently qualified technologies. These services are generally performed at our Mexicali, Mexico facility, for a term of three years from the Merger with additional one-year renewal terms as may be mutually agreed. During fiscal year 2003, amounts due to us from Conexant were approximately $53 million under this agreement and we anticipate approximately $40 million due from them in fiscal year 2004.