SKYWORKS SOLUTIONS, INC.

Previous wording

Three and Six Months Ended April 3, 2026, and March 28, 2025

Current wording

Three and Nine Months Ended July 3, 2026, and June 27, 2025

Previous wording

The Mergers, which are anticipated to close early in calendar year 2027, are subject to the satisfaction or waiver of customary closing conditions, including adoption of the Merger Agreement by Qorvo’s stockholders and the approval by Skyworks’ stockholders of the issuance of Skyworks common stock included in the consideration to be paid to Qorvo stockholders, the expiration or early termination of the waiting period under the HSR Act, and other regulatory approvals under certain antitrust and foreign investment regimes, and the absence of any order, injunction or law of such jurisdictions prohibiting the Mergers.

Current wording

The Mergers, which we are increasingly hopeful will close within the calendar year, are subject to the satisfaction or waiver of customary closing conditions, including adoption of the Merger Agreement by Qorvo’s stockholders and the approval by Skyworks’ stockholders of the issuance of Skyworks common stock included in the consideration to be paid to Qorvo stockholders, the expiration or early termination of the waiting period under the HSR Act, and other regulatory approvals under certain antitrust and foreign investment regimes, and the absence of any order, injunction or law of such jurisdictions prohibiting the Mergers. There can be no assurances that the closing will occur on this timeline.

Previous wording

On February 5, 2026, Skyworks and Qorvo each received a Request for Additional Information and Documentary Material (the “Second Request”) from the U.S. Federal Trade Commission (“FTC”) in connection with the transaction. The Second Request was issued under notification requirements of the HSR Act. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Skyworks and Qorvo have substantially complied with the Second Request, unless that period is voluntarily extended by the parties or terminated sooner by the FTC.

Current wording

On February 5, 2026, Skyworks and Qorvo each received a Request for Additional Information and Documentary Material (the “Second Request”) from the U.S. Federal Trade Commission (“FTC”) in connection with the transaction. The Second Request was issued under notification requirements of the HSR Act. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Skyworks and Qorvo have substantially complied with the Second Request, unless that period is voluntarily extended by the parties or terminated sooner by the FTC. Each party has certified substantial compliance with the Second Request, and the parties are working cooperatively with FTC staff to conclude the investigation.

Previous wording

In connection with the execution of the Merger Agreement, we entered into the Bridge Commitment Letter on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, up to $3,050.0 million of senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes. Depending on market conditions, we may choose to opportunistically put in place the financing for the transactions contemplated by the Merger Agreement well in advance of any expected closing, including to partially pay the cash portion of the consideration to be paid to Qorvo stockholders and to pay fees and expenses, as well as potential transactions to refinance and/or exchange Qorvo’s senior notes. The receipt of financing by us is not a condition to our obligation to consummate the Mergers.

Current wording

In connection with the execution of the Merger Agreement, we entered into the Bridge Commitment Letter on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, up to $3,050.0 million of senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes. Depending on market conditions, we anticipate raising financing for the transactions contemplated by the Merger Agreement in advance of any expected closing, including to partially pay the cash portion of the consideration to be paid to Qorvo stockholders and to pay fees and expenses. The receipt of financing by us is not a condition to our obligation to consummate the Mergers.

Previous wording

•Net revenue decreased to $943.7 million for the three months ended April 3, 2026, as compared to $953.2 million for the corresponding period in fiscal 2025, driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our Wi-Fi products.

Current wording

•Net revenue decreased to $934.8 million for the three months ended July 3, 2026, as compared to $965.0 million for the corresponding period in fiscal 2025, driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our automotive and data center products.

Previous wording

•Our ending cash, cash equivalents, and marketable securities balance decreased to $1,436.4 million. The decrease in cash, cash equivalents, and marketable securities during the three months ended April 3, 2026 was primarily due to dividend payments of $106.8 million and capital expenditures of $82.3 million, partially offset by cash generated from operations of $50.3 million.

Current wording

•Our ending cash, cash equivalents, and marketable securities balance decreased to $813.8 million. The decrease in cash, cash equivalents, and marketable securities during the three months ended July 3, 2026 was primarily due to repayments of debt of $500.0 million, dividend payments of $106.9 million and capital expenditures of $87.1 million, partially offset by cash generated from operations of $70.4 million.

Previous wording

The decrease in net revenue for the three and six months ended April 3, 2026, as compared with the corresponding periods in fiscal 2025, was driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our Wi-Fi products.

Current wording

The decrease in net revenue for the three months ended July 3, 2026, as compared with the corresponding period in fiscal 2025, was driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our automotive and data center products. During the nine months ended July 3, 2026, the decrease in net revenue was additionally offset by an increase in demand for our Wi-Fi products.

Previous wording

The decrease in gross profit for the three and six months ended April 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily the result of unfavorable product mix, partially offset by higher unit volumes.

Current wording

The decrease in gross profit for the three and nine months ended July 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily the result of unfavorable product mix, partially offset by higher unit volumes.

Previous wording

The increase in research and development expenses for the three and six months ended April 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily related to increases in headcount-related expenses, including share-based compensation, as a result of our increased investment in developing new technologies and products.

Current wording

The increase in research and development expenses for the three and nine months ended July 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily related to increases in headcount-related expenses as a result of our increased investment in developing new technologies and products.

Previous wording

The increase in selling, general, and administrative expenses for the three and six months ended April 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily related to increases in professional services costs related to the ongoing Qorvo transaction, partially offset by decreases in headcount-related expenses.

Current wording

The increase in selling, general, and administrative expenses for the three and nine months ended July 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily related to increases in professional services costs related to the ongoing Qorvo transaction, partially offset by decreases in headcount-related expenses, including share-based compensation.

Previous wording

Restructuring, impairment, and other charges for the three and six months ended April 3, 2026, was primarily due to costs associated with facility consolidation and closure.

Current wording

Restructuring, impairment, and other charges for the three and nine months ended July 3, 2026, was primarily due to costs associated with facility consolidation and closure.

Previous wording

Restructuring, impairment, and other charges for the three and six months ended March 28, 2025, was primarily due to charges incurred in connection with the transition of our chief executive officer.

Current wording

Restructuring, impairment, and other charges for the three and nine months ended June 27, 2025, was primarily due to charges incurred in connection with the transition of our chief executive officer.

Previous wording

The decrease in other income, net for the three and six months ended April 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily due to a decrease in interest income generated from cash, cash equivalents, and marketable securities.

Current wording

The decrease in other income, net for the three and nine months ended July 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily due to a decrease in interest income generated from cash, cash equivalents, and marketable securities.

Previous wording

We recorded a provision for income taxes of $9.8 million and $40.2 million for the three and six months ended April 3, 2026, respectively.

Current wording

We recorded a provision for income taxes of $14.9 million and $55.2 million for the three and nine months ended July 3, 2026, respectively.

Previous wording

The decrease in income tax expense for the three and six months ended April 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily due to lower foreign taxes, partially offset by share-based compensation shortfalls, uncertain tax positions, transaction costs related to the pending transaction with Qorvo, and a lower FDII benefit.

Current wording

The decrease in income tax expense for the nine months ended July 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily due to lower foreign taxes, partially offset by an increase in share-based compensation shortfalls, uncertain tax positions, transaction costs related to the pending transaction with Qorvo, and a lower foreign-derived intangible income deduction benefit.

Previous wording

In December 2021, the OECD Inclusive Framework on BEPS released GloBE rules under Pillar Two. Many countries have implemented laws based on Pillar Two, which became effective for us beginning in fiscal 2025. In January 2026, the OECD Inclusive Framework released significant administrative guidance including the side-by-side safe harbor package that will apply to U.S. multinational enterprise groups. The tax impact associated with Pillar Two was immaterial to the financial statements for the three and six months ended April 3, 2026 and March 28, 2025, respectively. We continue to evaluate the impact of proposed and enacted legislative changes as new guidance becomes available.

Current wording

In December 2021, the OECD Inclusive Framework on BEPS released GloBE rules under Pillar Two. Many countries have implemented laws based on Pillar Two, which became effective for us beginning in fiscal 2025. In January 2026, the OECD Inclusive Framework released significant administrative guidance including the side-by-side safe harbor package that will apply to U.S. multinational enterprise groups. The tax impact associated with Pillar Two was immaterial to the financial statements for the three and nine months ended July 3, 2026 and June 27, 2025. We continue to evaluate the impact of proposed and enacted legislative changes as new guidance becomes available.

Previous wording

In July 2025, the U.S. government enacted the OBBBA. The OBBBA did not have a material impact to the financials for the three and six months ended April 3, 2026. We continue to evaluate the impact of the OBBBA on our business for future periods.

Current wording

In July 2025, the U.S. government enacted the OBBBA. The OBBBA did not have a material impact to the financials for the three and nine months ended July 3, 2026. We continue to evaluate the impact of the OBBBA on our business for future periods.

Previous wording

The Company may record additional impacts to its tax provision in the subsequent quarters as it continues to analyze the new law, other factors such as changes from its business operations, financial results and forecasts, and interrelated items.

Current wording

The Company may record additional impacts to its tax provision in the subsequent quarters as it continues to analyze the impact of various tax laws, other factors such as changes from its business operations, financial results and forecasts, and interrelated items.

Previous wording

Cash provided by operating activities consists of net income for the period adjusted for certain non-cash items and changes in certain operating assets and liabilities. The $340.8 million decrease in cash provided by operating activities during the six months ended April 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease in cash inflows as a result of changes to working capital (net of cash) of $199.7 million, due primarily to inventory and lower net income.

Current wording

Cash provided by operating activities consists of net income for the period adjusted for certain non-cash items and changes in certain operating assets and liabilities. The $584.6 million decrease in cash provided by operating activities during the nine months ended July 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease in cash inflows as a result of changes to working capital (net of cash) of $386.9 million, due primarily to inventory and lower net income.

Previous wording

Cash provided by investing activities consists primarily of cash received related to the sale or maturity of marketable securities, partially offset by cash paid to purchase marketable securities, capital expenditures, and cash paid to acquire intangible assets. The $72.2 million increase in cash provided by investing activities during the six months ended April 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease of $252.3 million in purchases of marketable securities, partially offset by a decrease of $114.9 million in the sale or maturity of marketable securities and an increase of $61.4 million in capital expenditures purchases.

Current wording

Cash used in investing activities consists primarily of cash paid to make capital expenditures, purchase marketable securities, and acquire intangible assets, partially offset by cash received related to the sale or maturity of marketable securities. The $64.5 million decrease in cash used in investing activities during the nine months ended July 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease of $387.3 million in purchases of marketable securities, partially offset by a decrease of $241.2 million in the sale or maturity of marketable securities and an increase of $87.0 million in capital expenditures.

Previous wording

Cash used in financing activities consists primarily of cash transactions related to equity and proceeds and payments related to our long-term borrowings. The $501.4 million decrease in cash used in financing activities during the six months ended April 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease of $492.5 million in share repurchases, net of excise tax paid, and a decrease of $9.9 million in dividend payments.

Current wording

Cash used in financing activities consists primarily of cash transactions related to equity and proceeds and payments related to our long-term borrowings. The $331.5 million decrease in cash used in financing activities during the nine months ended July 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease of $822.7 million in share repurchases, net of excise tax paid, and a decrease of $6.9 million in dividend payments, partially offset by an increase of $500.0 million for the repayment of debt.

Previous wording

Cash, cash equivalents, and marketable securities totaled $1,436.4 million as of April 3, 2026, representing an increase of $48.0 million from October 3, 2025.

Current wording

Cash, cash equivalents, and marketable securities totaled $813.8 million as of July 3, 2026, representing a decrease of $574.6 million from October 3, 2025.

Previous wording

We have outstanding $500.0 million of Notes Due 2026 and $500.0 million of Notes Due 2031 (the “Notes”). We have a Revolving Credit Agreement under which we may borrow up to $750.0 million for general corporate purposes and working capital. As of April 3, 2026, there were no borrowings outstanding under the Revolver. The Revolving Credit Agreement expires on November 18, 2030.

Current wording

We have outstanding $500.0 million of 3.00% Senior Notes due 2031. During the three months ended July 3, 2026, we repaid $500.0 million of 1.80% Senior Notes due 2026. We have a Revolving Credit Agreement under which we may borrow up to $750.0 million for general corporate purposes and working capital. As of July 3, 2026, there were no borrowings outstanding under the Revolver. The Revolving Credit Agreement expires on November 18, 2030.

Previous wording

In connection with the execution of the Merger Agreement, we entered into a commitment letter on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes. As of April 3, 2026, Goldman Sachs Bank USA has committed to provide up to $1,500.0 million of senior unsecured bridge term loans. Depending on market conditions, we may choose to opportunistically put in place the financing for the transactions contemplated by the Merger Agreement well in advance of any expected closing, including to partially pay the cash portion of the consideration to be paid to Qorvo stockholders and to pay fees and expenses, as well as potential transactions to refinance and/or exchange Qorvo’s senior notes.

Current wording

In connection with the execution of the Merger Agreement, we entered into a commitment letter on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes. As of July 3, 2026, Goldman Sachs Bank USA has committed to provide up to $1,500.0 million of senior unsecured bridge term loans. Depending on market conditions, we may choose to opportunistically put in place the financing for the transactions contemplated by the Merger Agreement in advance of any expected closing, including to partially pay the cash portion of the consideration to be paid to Qorvo stockholders and to pay fees and expenses, as well as potential transactions to refinance and/or exchange Qorvo’s senior notes.

Previous wording

Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, the cash we expect to generate from operations, and funds from our Revolver, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from: research and development, capital expenditures, potential acquisitions, working capital, quarterly cash dividend payments (if such dividends are declared by the Board of Directors), share repurchases, outstanding commitments, and other liquidity requirements associated with existing operations. However, we cannot be certain that our cash, cash equivalents, and marketable securities on hand, cash generated from operations, and funds from our Revolver will be available in the future to fund all of our capital and operating requirements. In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources. If we are unable to obtain sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and operations could be materially and adversely affected.

Current wording

Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, the cash we expect to generate from operations, and funds from our Revolver, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from: research and development, capital expenditures, potential acquisitions, working capital, quarterly cash dividend payments (if such dividends are declared by the Board of Directors), stock repurchases, outstanding commitments, and other liquidity requirements associated with existing operations. However, we cannot be certain that our cash, cash equivalents, and marketable securities on hand, cash generated from operations, and funds from our Revolver will be available in the future to fund all of our capital and operating requirements. In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources. If we are unable to obtain sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and operations could be materially and adversely affected. For additional discussion regarding our stock repurchase program, refer to Note 10 of the Notes to Consolidated Financial Statements.