Skyworks Solutions (SWKS) 10-K/A risk factor changes: FY2016 vs FY2015

For the fiscal year ended October [removed: 3, 2014][added: 2, 2015]

¨ Yes [removed: þ No][added: þNo]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price of the registrant’s common stock as reported on the NASDAQ Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter [removed: (March 28, 2014)] [added: (April 3, 2015)] was approximately [removed: $6,963,439,788.][added: $18,378,125,308.]

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January 15, [removed: 2015,] [added: 2016,] was [removed: 190,819,868.][added: 191,668,400.]

This Amendment No. 1 amends Skyworks Solutions, Inc.’s (“Skyworks” or the “Company”) Annual Report on Form 10-K for the year ended October [removed: 3, 2014,] [added: 2, 2015,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 25, 2014] [added: 24, 2015] (the “Original Filing”).

The Company is filing this Amendment No. 1 for the sole purpose of providing the information required in Part III of Form 10-K, as the Company’s [removed: 2015] [added: 2016] Annual Meeting of Stockholders is scheduled for May [removed: 12, 2015,] [added: 11, 2016,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.

10-K/A 1 fy1510-k_afebruary2016xfin.htm 10-K/A - FY15

10-K/A 1 fy1410-k_ajanuary2015xdraf.htm 10-K/A

The following table sets forth for each director and executive officer of the Company his or her position with the Company as of January 15, [removed: 2015:][added: 2016:]

Aldrich, age [removed: 58,] [added: 59,] serves as Chairman of the Board and Chief Executive Officer of the Company.

From 1989 to 1995, Mr. Aldrich held senior management positions at M/A-COM, Inc. (a developer and manufacturer of radio frequency and microwave semiconductors, [removed: components] [added: components,] and IP networking solutions), including Manager of Integrated Circuits Active Products, Corporate Vice President of Strategic Planning, Director of Finance and Administration and Director of Strategic Initiatives with the Microelectronics Division.

We believe that Mr. Aldrich, who has led Skyworks for more than [removed: 14] [added: 15] years, is qualified to serve as a director because of his leadership experience, his strategic decision making ability, his knowledge of the semiconductor industry and his in-depth knowledge of Skyworks’ business.

Mr. Aldrich brings to the Board of Directors his thorough knowledge of Skyworks’ business, strategy, people, operations, competition, financial [removed: position] [added: position,] and investors.

Further, as a result of his service as a director for [removed: Belden,] [added: Belden] Inc., a multinational public company, Mr. Aldrich provides the Board of Directors with another organizational perspective and other [removed: cross-board] [added: cross board] experience.

McLachlan, age [removed: 76,] [added: 77,] has been a director since 2000 and Lead Independent Director since May 2014.

Mr. McLachlan also serves on the [removed: Board] [added: board] of [removed: Directors] [added: directors] of [removed: Dyax Corp. (a publicly traded biotechnology company) and] Deltagen, Inc. (a publicly traded provider of drug discovery tools and services to the biopharmaceutical industry).

In particular, Mr. McLachlan has in-depth experience handling complex accounting and finance issues for a broad [added: range of companies.]

He has also served on the boards and audit and governance committees of other public companies (including [removed: as chairman of the audit committee), and serves as a designated “audit committee financial expert” for Skyworks’ Audit Committee.]

In addition, Mr. McLachlan has extensive knowledge regarding Skyworks’ business, which he has acquired by serving for more than [removed: 14] [added: 15] years on the Board of Directors.

Beebe, age [removed: 55,] [added: 56,] has been a director since January 2004.

Mr. Beebe also serves as [added: chairman of the board of directors of NII Holdings, Inc. (a publicly traded provider of wireless telecommunications services in Latin America), and as] a director for SBA Communications Corporation (a publicly traded operator of wireless communications towers in North, South, and Central [removed: America), NII Holdings, Inc. (a publicly traded provider of wireless telecommunications services in Latin America),] [added: America)] and Syniverse Technologies, Inc. (a privately held provider of support services for wireless carriers).

We believe that Mr. Beebe is qualified to serve as a director because of his [removed: 18] [added: 19] years of experience as an operating executive in the wireless telecommunications industry.

Mr. Beebe provides [removed: cross-board] [added: cross board] experience by serving as a director for several public and private companies (including service on both audit and governance committees).

Furey, age [removed: 56,] [added: 57,] has been a director since 1998.

In addition, Mr. Furey has extensive knowledge regarding Skyworks’ business, which he has acquired through over [removed: 16] [added: 17] years of service on the Board of Directors, including, for the past [removed: 11] [added: 12] years, as the Chairman of the Compensation Committee.

Iyer, age [removed: 58,] [added: 59,] has been a director since June 2002.

Through his experiences as a director at the public companies listed above (including as a member of certain audit, [removed: governance] [added: governance,] and compensation committees) he provides the Board of Directors with significant financial expertise as a designated “audit committee financial expert” for Skyworks’ Audit Committee, bringing specific application to our industry, as well as a broad understanding of corporate governance topics.

Christine King, age [removed: 65,] [added: 66,] has been a director since January 2014.

[removed: She] [added: Previously, Ms. King] served as a director and as Chief Executive Officer of Standard Microsystems Corporation (a developer of silicon-based integrated circuits utilizing analog and mixed-signal technologies) from 2008 until the company’s acquisition [added: in 2012] by Microchip Technology, [added: Inc. Prior to Standard Microsystems, she was Chief Executive Officer of AMI Semiconductor,] Inc., [added: from 2001 until it was acquired by ON Semiconductor Corp.] in [removed: 2012.][added: 2008.]

[added: In addition to serving as chairman of QLogic’s board of directors,] Ms. King [added: also] serves [removed: on the Boards of Directors] [added: as a director] of Cirrus Logic, Inc., [removed: IDACORP, Inc.,] and [removed: QLogic Corporation] [added: IDACORP, Inc.] (each a publicly traded company), and [removed: on the Board of Directors] [added: as a director] of Idaho Power Company [removed: (a subsidiary of]

[added: (a subsidiary of] IDACORP).

McGlade, age [removed: 54,] [added: 55,] has been a director since February 2005.

He [removed: currently serves] [added: has served] as [removed: Chairman and Chief] Executive [removed: Officer] [added: Chairman] of Intelsat S.A. (a publicly traded worldwide provider of satellite communication [removed: services), and effective] [added: services) since] April [removed: 1,] 2015, [removed: he will transition] [added: prior] to [removed: the position of] [added: which he served as Chairman and Chief] Executive [removed: Chairman.][added: Officer.]

Mr. McGlade [added: joined Intelsat in April 2005 and] was the Deputy Chairman of Intelsat from August 2008 until April 2013.

We believe that Mr. McGlade is qualified to serve as a director because of his [removed: 31] [added: 32] years of experience in the telecommunications business, which have allowed him to acquire significant operational, strategic, and financial business acumen.

Schriesheim, age [removed: 54,] [added: 55,] has been a director since May 2006.

Before joining ARCH, Mr. Schriesheim held executive positions at Global TeleSystems, SBC Equity Partners, Ameritech, AC Nielsen, and Brooke Group Ltd. Mr. Schriesheim [removed: was also] [added: currently serves as] a director of [added: Houlihan Lokey Inc. (a publicly traded financial services firm) and NII Holdings, Inc. (a publicly traded provider of wireless telecommunications services in Latin America), and previously served as a director of] Lawson Software until its sale in July 2011.

Griffin, age [removed: 48,] [added: 49,] joined the Company in August 2001 and has served as President since May 2014.

His prior experience included positions as a Marketing Manager at AT&T Microelectronics, Inc., and [added: a] Product and Process Engineer at AT&T Network Systems.

Palette, age [removed: 57,] [added: 58,] joined the Company in August 2007 and has served as Executive Vice President and Chief Financial Officer since May 2014.

[removed: Prior to May 2005, he was Axcelis’ Controller] beginning in 1999, Director of Finance beginning in 2000, and Vice President and Treasurer beginning in 2003.

Freyman, age [removed: 54,] [added: 55,] joined the Company in May 2005 and has served as Executive Vice President, Worldwide Operations since May 2014.

Mark V.B. Tremallo, age [removed: 58,] [added: 59,] joined the Company in April 2004 and serves as Vice President, General Counsel and Secretary.

Based solely on a review of Forms 3, 4, and 5 and any amendments thereto furnished to us, and written representations provided to us, with respect to our fiscal year ended October [removed: 3, 2014] [added: 2, 2015] (“fiscal year [removed: 2014”),] [added: 2015”),] we believe that all Section 16(a) filing requirements applicable to our directors, executive officers and beneficial owners of more than 10% of the Company’s common stock with respect to such fiscal year were timely made.

| Peter L. Gammel | | Chief Technology Officer |

He previously served as a director of Dyax Corp. until January 2016, when it was acquired by Shire plc.

as chairman of the audit committee), and serves as a designated “audit committee financial expert” for Skyworks’ Audit Committee.

Since August 2015, she has served as Executive Chairman of QLogic Corporation (a publicly traded developer of high performance server and storage networking connectivity products), where she has also been a director since April 2013.

Each of our directors will serve until the 2016 Annual Meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

Prior to May 2005, he was Axcelis’ Controller

Peter L.

Gammel, age 55, joined the Company in June 2011 in connection with the Company’s acquisition of SiGe Semiconductor Inc. and has served as Chief Technology Officer since March 2013.

He served as Vice President and General Manager, Mobile Connectivity from October 2011 to March 2013, and Vice President, Engineering from June 2011 to October 2011.

At SiGe, he served as Chief Technology Officer and Vice President of Engineering from June 2007 to June 2011.

His prior experience included positions as Vice President of Engineering at Renaissance Wireless, Chief Technology Officer at AdvanceNanotech, Inc., and Chief Technology Officer for the Analog Products Business of Agere Systems Inc.

| Victoria Vezina | | Vice President, Human Resources |

range of companies.

Prior to Standard Microsystems, Ms. King was Chief Executive Officer of AMI Semiconductor, Inc., from 2001 until it was acquired by ON Semiconductor Corp. in 2008.

Victoria Vezina, age 47, joined the Company in December 2013 and serves as Vice President, Human Resources.

Previously, from July 2012 to December 2013, Ms. Vezina was Vice President of Talent Management and Development and Vice President of Human Resources for Corporate Global Functions at Thermo Fisher Scientific Inc. From January 2010 to June 2012, she was Vice President of Human Resources for Thermo Fisher’s clinical diagnostics division.

Before joining Thermo Fisher in July 2008, Ms. Vezina held human resources positions at Comcast Corporation, Boston Consulting Group Inc. and PricewaterhouseCoopers LLP.

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial Officer and our three next most highly paid executive officers during fiscal year [removed: 2014] [added: 2015] as determined under the rules of the SEC.

We refer to this group of executive officers as our “Named Executive Officers.” For fiscal year [removed: 2014,] [added: 2015,] our Named Executive Officers were:

The Compensation Committee sets compensation for the Named Executive Officers, including salary, short-term [removed: incentives] [added: incentives,] and long-term stock-based awards, at levels generally intended to be competitive with the compensation of comparable executives in semiconductor companies with which the Company competes for executive talent.

| • | providing long-term stock-based compensation that aligns the interest of our executives with stockholders [removed: and rewards] [added: by rewarding] them for [added: long-term] increases in stockholder value; and |

[added: The] Compensation Committee considers the consultant’s advice on such matters in addition to any other information or factors it considers relevant in making its compensation determinations.

For fiscal year [removed: 2014,] [added: 2015,] the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon/Radford survey data of [removed: 26] [added: 23] semiconductor companies (where sufficient data was not available in the Aon/Radford semiconductor survey data for a given executive position, the Comparator Group data also included survey data regarding high-technology [removed: companies)] [added: companies),] and (ii) the “peer” group data for [removed: 19] [added: 17] publicly traded semiconductor companies with which the Company competes for executive talent:

| *Analog Devices | *Linear Technology | [removed: *ON Semiconductor] [added: *NVIDIA] |

| *Avago Technologies | *LSI | [removed: *RF Micro Devices] [added: *ON Semiconductor] |

| *Broadcom | *Marvell Technology | [removed: *TriQuint Semiconductor] [added: *RF Micro Devices] |

| [removed: *Cypress] [added: *Fairchild] Semiconductor | *Microchip Technology | |

| [removed: *Fairchild] [added: *Altera | *Freescale] Semiconductor | *Microsemi | [removed: |]

The Compensation Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and other Named Executive Officers with the components and amounts of compensation provided to their counterparts in the Comparator Group and uses this comparison data as a guideline in its review and determination of base salaries, short-term [removed: incentives] [added: incentives,] and long-term stock-based compensation awards, as discussed in further detail below under “Components of Compensation.” In addition, in setting fiscal year [removed: 2014] [added: 2015] compensation, the Compensation Committee sought and received input from Aon/Radford regarding the base salaries for the Chief Executive Officer and each of the other executive officers, the [removed: award levels and performance] [added: incentive] targets relating to the short-term incentive program for executive officers, and the individual stock-based compensation awards for executive officers, as well as the related vesting schedules.

After reviewing the data and considering the input, the Compensation Committee established (and the full Board of Directors was advised of) the base salary, short-term incentive [removed: target] [added: target,] and long-term stock-based compensation award for each Named Executive Officer.

In determining the compensation of our Chief Executive Officer, our Compensation Committee focused on (i) competitive levels of compensation for chief executive officers who are leading a company of similar size and complexity, (ii) the importance of retaining a chief executive officer with the strategic, [removed: financial] [added: financial,] and leadership skills necessary to ensure our continued growth and success, (iii) our Chief Executive Officer’s role relative to the other Named Executive Officers, (iv) input from the full Board of Directors on our Chief Executive Officer’s performance, and (v) the considerable length of our Chief Executive Officer’s [removed: 20] [added: 21] years of service to the Company.

Aon/Radford advised the Compensation Committee that the base salary, annual performance [removed: targets and] [added: targets,] short-term incentive target opportunity, and equity-based compensation established by the Compensation Committee for fiscal year [removed: 2014] [added: 2015] were competitive for chief executive officers leading companies of similar size and complexity in the [added: semiconductor industry.]

Response to Stockholder Vote on Executive Compensation at [removed: 2014] [added: 2015] Annual Meeting

At our [removed: 2014] [added: 2015] Annual Meeting of stockholders, approximately 96% of the votes cast approved the compensation of the Company’s named executive officers as disclosed in the proxy statement delivered to our stockholders in connection with the [removed: 2014] [added: 2015] Annual Meeting.

We understood this to mean that stockholders generally approved of our compensation policies and determinations in [removed: 2014.][added: 2015.]

However, our Compensation Committee still undertook a review of our compensation policies and determinations following the [removed: 2014] [added: 2015] Annual Meeting with the assistance of Aon/Radford.

Consistent with our objective of ensuring that executive compensation is perceived as fair to all employees, the Named Executive Officers do not receive any retirement benefits beyond those generally available to our full-time employees, and we do not provide medical, dental, [removed: vision] [added: vision,] or other insurance benefits to Named Executive Officers that are different from those offered to other full-time employees.

Based on these factors, base salaries of the Named Executive Officers for fiscal year [removed: 2014] [added: 2015] were generally targeted at the Comparator Group median, with consideration given to role, responsibility, performance and length of service.

After taking these factors into account, the base salary for each Named Executive Officer for fiscal year [removed: 2014] [added: 2015] increased on average [removed: 5.0%] [added: 3.4%] from the Named Executive Officer’s base salary in fiscal year [removed: 2013 (excluding Ms. Vezina, whose employment with the Company commenced in December 2013),] [added: 2014,] and ranged from an increase of [removed: 2.6%] [added: 3.0%] to [removed: 8.8%.][added: 4.7%.]

For fiscal year [removed: 2014,] [added: 2015,] the Compensation Committee adopted the [removed: 2014] [added: 2015] Executive Incentive Plan (the “Incentive Plan”).

Short-term incentive compensation is intended to motivate and reward executives by tying a significant portion of their total compensation to the Company’s achievement of [removed: preestablished] [added: pre-established] performance goals that are generally short-term (i.e., one year or less).

The high end of the range, referred to as the “maximum” percentage, is equal to the amount of compensation payable to the executive if the level of achievement of each performance goal applicable to the executive [added: reached the high-end target set by the Compensation Committee for such goal (referred to as the “maximum” level).]

Achievement of all performance goals at the “maximum” level would result in a short-term compensation payout at the “maximum” [removed: level,] [added: percentage,] which is designed to be above the median short-term compensation of the Comparator Group.

The following table shows the range of short-term compensation that each Named Executive Officer could earn in fiscal year [removed: 2014] [added: 2015] as a percentage of such executive officer’s annual base salary.

| President [removed: (1)] | 45 | % | 90 | % | 180 | % |

| Vice President, [removed: Human Resources] [added: General Counsel and Secretary] | 27.5 | % | 55 | % | 110 | % |

The actual total amount of short-term compensation payable to an executive depends on the level of achievement of each performance goal assigned to [removed: him or her.][added: him.]

For fiscal year [removed: 2014] [added: 2015] the Compensation Committee determined that [added: the] short-term incentive compensation payable under the Incentive Plan would be based on the Company’s performance for the entire fiscal [added: year, consistent with the Compensation Committee’s approach for the prior fiscal] year.

The Compensation Committee established performance goals for fiscal year [removed: 2014] [added: 2015] based on achieving revenue and non-GAAP operating margin targets.

The non-GAAP operating margin performance goal is based on the Company’s actual non-GAAP operating margin, which it calculates by excluding from GAAP operating income stock compensation expense, restructuring-related charges, acquisition-related expenses, litigation settlement gains and [removed: losses] [added: losses,] and certain deferred executive compensation.

Following the end of the fiscal year, the Compensation Committee determines the total amount of short-term compensation payable to each executive for such period by comparing the actual level of achievement of each performance goal assigned to such executive against the “threshold,” [removed: “target”] [added: “target,”] and “maximum” levels of achievement that it set for that performance goal.

The Incentive Plan stipulated that all payouts to executives under the Incentive Plan were conditioned upon the Company achieving a performance goal based on non-GAAP operating margin (after accounting for any incentive award payments, including [removed: those to be made under the Incentive Plan) at the “threshold” level.]

The Company’s actual revenue and non-GAAP operating margin achieved in fiscal year [removed: 2014] [added: 2015] each exceeded the respective maximum performance levels, resulting in a short-term compensation award for each Named Executive Officer equal to his [removed: or her] maximum payment level, or 200% of the target payment level.

For fiscal year [removed: 2014,] [added: 2015,] the Compensation Committee made awards to each of the Named Executive Officers [removed: (with the exception of Ms. Vezina)] on November [removed: 7, 2013,] [added: 10, 2014,] at a regularly scheduled Compensation Committee meeting.

In making annual stock-based compensation awards to executive officers for fiscal year [removed: 2014,] [added: 2015,] the Compensation Committee first reviewed the Comparator Group data to determine the percentage of the total number of outstanding shares of stock that companies in the Comparator Group typically made [removed: available] for annual awards under employee equity compensation programs.

The Compensation Committee then set the number of shares of the Company’s common stock that would be made available for annual [removed: executive officer] equity awards at approximately the median of the Comparator Group after its evaluation of the Company’s business needs for the attraction and retention of [removed: executives,] [added: executives and employees,] internal and external circumstances impacting the Company and its employees, and proxy advisor (e.g., ISS) guidelines.

The Compensation Committee’s rationale for awarding PSAs is to further align the executive’s interest with those of the Company’s stockholders by using equity awards that will vest only if the Company achieves [removed: preestablished] [added: pre-established] performance metrics.

| • | Mark V.B. Tremallo, Vice President, General Counsel and Secretary. |

| Executive Vice President and Chief Financial Officer | 40 | % | 80 | % | 160 | % |

those to be made under the Incentive Plan) at the “threshold” level.

The Compensation Committee then reviewed the Comparator Group competitive grant data by executive position.

In fiscal year 2015, Messrs.

lump sum or in annual installments, as elected in advance by the participant.

deductions under Section 162(m).

| David J. Aldrich | | 2015 | 771,635 | 4,603,190 | 2,443,320 | 2,325,000 | 14,910 | 10,158,055 |

| Donald W. Palette | | 2015 | 418,750 | 1,336,410 | 710,784 | 672,000 | 29,278 | 3,167,222 |

| Liam K. Griffin | | 2015 | 513,558 | 1,752,182 | 932,904 | 927,000 | 11,410 | 4,137,054 |

| Bruce J. Freyman | | 2015 | 410,846 | 816,695 | 488,664 | 576,800 | 12,694 | 2,305,699 |

| Mark V.B. Tremallo | | 2015 | 363,942 | 742,450 | 399,816 | 401,500 | 27,976 | 1,935,684 |

| Vice President, General | | 2014 | 359,731 | 412,459 | 228,703 | 389,400 | 27,246 | 1,417,539 |

| Counsel and Secretary | | 2013 | 342,923 | 320,320 | 199,401 | 183,951 | 26,446 | 1,073,041 |

____________

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| David J. Aldrich | | | 581,250 | 1,162,500 | 2,325,000 | | | | | | |

| | | 11/10/2014 | | | | 31,000 | 62,000 | 124,000 | | | 4,603,190(5) |

| | | 11/10/2014 | | | | | | | 110,000 | 60.97 | 2,443,320(6) |

| Donald W. Palette | | | 168,000 | 336,000 | 672,000 | | | | | | |

| | | 11/10/2014 | | | | 9,000 | 18,000 | 36,000 | | | 1,336,410(5) |

| | | 11/10/2014 | | | | | | | 32,000 | 60.97 | 710,784(6) |

| Liam K. Griffin | | | 231,750 | 463,500 | 927,000 | | | | | | |

| | | 11/10/2014 | | | | 11,800 | 23,600 | 47,200 | | | 1,752,182(5) |

| | | 11/10/2014 | | | | | | | 42,000 | 60.97 | 932,904(6) |

| Bruce J. Freyman | | | 144,200 | 288,400 | 576,800 | | | | | | |

| | | 11/10/2014 | | | | 5,500 | 11,000 | 22,000 | | | 816,695(5) |

| | | 11/10/2014 | | | | | | | 22,000 | 60.97 | 488,664(6) |

| Mark V.B. Tremallo | | | 100,375 | 200,750 | 401,500 | | | | | | |

| | | 11/10/2014 | | | | 5,000 | 10,000 | 20,000 | | | 742,450(5) |

| | | 11/10/2014 | | | | | | | 18,000 | 60.97 | 399,816(6) |

____________

| David J. Aldrich | | | 43,484 | 0 | 23.80 | 11/9/2017 | 116,002(6) | 9,751,128 |

| | | | 90,150 | 90,150(3) | 20.02 | 11/8/2019 | 124,000(8) | 10,423,440 |

| | | | 0 | 110,000(5) | 60.97 | 11/10/2021 | | |

| Donald W. Palette | | | 0 | 12,500(2) | 19.08 | 11/10/2018 | 29,936(6) | 2,516,420 |

| | | | 0 | 32,000(5) | 60.97 | 11/10/2021 | 30,000(9) | 2,521,800 |

| Liam K. Griffin | | | 0 | 12,500(2) | 19.08 | 11/10/2018 | 37,420(6) | 3,145,525 |

| | |

| --- | --- |

| • | Victoria Vezina, Vice President, Human Resources. |

The

| *Altera | *International Rectifier | *NVIDIA |

semiconductor industry.

Effective as of May 6, 2014, at the time of his promotion to President, Mr. Griffin received an additional 7.5% increase in his base salary, which reflected his increased responsibilities.

reached the high-end target set by the Compensation Committee for such goal (referred to as the “maximum” level).

| Chief Financial Officer | 37.5 | % | 75 | % | 150 | % |

(1) Effective as of May 6, 2014, at the time of his promotion to President, the threshold, target, and maximum levels of Mr. Griffin’s short-term compensation were increased from 40%, 80%, and 160% of his annual base salary, respectively, to 45%, 90%, and 180% of his annual base salary, respectively.

Although in recent fiscal years the Compensation Committee has based short-term incentive payments on performance during two six-month performance periods, the Compensation Committee moved to an annual performance period for fiscal year 2014 to better align with business objectives.

The Compensation Committee then reviewed the Comparator Group by executive position to determine the allocation of the available shares among the executive officers from the overall pool the Compensation Committee made available for equity awards for fiscal year 2014.

On December 9, 2013, the Compensation Committee granted to Ms. Vezina a long-term stock-based compensation award in connection with the commencement of her employment with the Company, which was intended to incentivize her to accept an offer of employment with the Company and to align her performance with the goals and objectives of the executive team.

The award to Ms. Vezina consisted of a stock option award, a PSA award, and a restricted stock award.

The number of shares subject to the equity awards granted to her by the Compensation Committee was determined based on competitive data on new-hire awards to human resources executives in the semiconductor industry.

The stock option award to Ms. Vezina had an exercise price equal to the closing price of the Company’s common stock on December 9, 2013.

A description of each stock-based award granted to Ms. Vezina, including the vesting conditions thereof, is set forth below in the “Grants of Plan-Based Awards Table.”

On May 6, 2014, the Compensation Committee granted one-time restricted stock unit (“RSU”) awards to each of Messrs.

Palette, Griffin, and Freyman in connection with their promotions to their current positions.

A description of the RSU awards, including the vesting conditions thereof, is set forth below in the “Grants of Plan-Based Awards Table.”

In addition, the vesting protection helps assure the

| Chief Executive Officer | | 2012 | 657,523 | 1,717,200 | 1,310,910 | 358,963 | 13,948 | 4,058,544 |

| Chief Financial Officer | | 2012 | 373,277 | 667,800 | 436,970 | 122,374 | 12,533 | 1,612,954 |

| | | 2012 | 397,846 | 667,800 | 436,970 | 180,863 | 20,471 | 1,703,950 |

| Worldwide Operations | | 2012 | 378,923 | 610,560 | 393,273 | 86,674 | 24,762 | 1,494,192 |

| Victoria Vezina (4) | | 2014 | 248,077 | 1,175,154 | 234,096 | 265,784 | 14,581 | 1,937,692 |

| Vice President, Human Resources | | | | | | | | |

| (4) | Ms. Vezina began her employment with the Company on December 9, 2013, and became an executive officer of the Company effective as of May 6, 2014. |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| David J. Aldrich | | | 555,000 | 1,110,000 | 2,220,000 | | | | | | | | | |

| | | 11/7/2013 | | | | 45,000 | 90,000 | 180,000 | | | | | 2,474,753 | (9) |

| | | 11/7/2013 | | | | | | | | | 140,000 | 25.25 | 1,455,384 | (10) |

| Donald W. Palette | | | 152,625 | 305,250 | 610,500 | | | | | | | | | |

| | | 11/7/2013 | | | | 13,500 | 27,000 | 54,000 | | | | | 742,426 | (9) |

| | | 11/7/2013 | | | | | | | | | 40,000 | 25.25 | 415,824 | (10) |

| | | 5/6/2014 | | | | | | | 30,000 | (6) | | | 1,241,100 | (11) |

| Liam K. Griffin | | | 201,811 | 403,622 | 807,243 | | | | | | | | | |

| | | 11/7/2013 | | | | 22,000 | 44,000 | 88,000 | | | | | 1,209,879 | (9) |

| | | 11/7/2013 | | | | | | | | | 65,000 | 25.25 | 675,714 | (10) |

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January 15, [removed: 2015,] [added: 2016,] by the following individuals or entities: (i) each person or entity who beneficially owns 5% or more of the outstanding shares of the Company’s common stock as of January 15, [removed: 2015;] [added: 2016;] (ii) the Named Executive Officers (as defined above in Item 11 “Executive Compensation”); (iii) each director and nominee for director; and (iv) all executive officers and directors of the Company, as a group.

As of January 15, [removed: 2015,] [added: 2016,] there were [removed: 190,819,868] [added: 191,668,400] shares of the Company’s common stock issued and outstanding.

In computing the number of shares of Company common stock beneficially owned by a person and the percentage ownership of that person, shares of Company common stock that are subject to stock options or other rights held by that person that are currently exercisable or that will become exercisable within sixty (60) days of January 15, [removed: 2015,] [added: 2016,] are deemed outstanding.

| Names and Addresses of Beneficial Owners(1) | | Number of Shares Beneficially Owned(2) | [added: |] Percent of Class | |

| The Vanguard Group, Inc. | | [removed: 10,099,381 (5)] [added: 12,012,609] | [removed: 5.29] [added: (4)] | [added: 6.27 |] % |

| Kevin L. Beebe | | [removed: 91,165] [added: 72,046] | [added: |] (*) | |

| Bruce J. Freyman | | [removed: 91,952 (6)] [added: 86,001] | [added: (5) |] (*) | |

| Timothy R. Furey | | [removed: 48,665] [added: 39,947] | [added: |] (*) | |

| Liam K. Griffin | | [removed: 99,936 (6)] [added: 93,001] | [added: (5) |] (*) | |

| Balakrishnan S. Iyer | | [removed: 37,247] [added: 13,555] | [added: |] (*) | |

| Christine King | | [removed: 10,807] [added: 14,965] | [added: |] (*) | |

| David P. McGlade | | [removed: 61,165] [added: 62,921] | [added: |] (*) | |

| David J. McLachlan | | [removed: 75,765] [added: 69,921] | [added: |] (*) | |

| Robert A. Schriesheim | | [removed: 61,165] [added: 63,188] | [added: |] (*) | |

| All directors and executive officers as a group (13 persons) | | [removed: 1,375,167 (6)] [added: 1,264,731] | [added: (5) |] (*) | |

| (2) | Includes the number of shares of Company common stock subject to stock options held by that person that are currently exercisable or will become exercisable within sixty (60) days of January 15, [removed: 2015] [added: 2016] (the “Current Options”), as follows: Mr. [removed: Aldrich—407,650 shares under Current Options; Mr. Beebe—30,000] [added: Aldrich—315,924] shares under Current Options; Mr. [removed: Freyman—59,550] [added: Beebe—15,000] shares under Current Options; Mr. [removed: Griffin—57,500] [added: Freyman—33,750] shares under Current Options; Mr. [removed: Iyer—15,000] [added: Griffin—54,250] shares under Current Options; Ms. [removed: King—2,402] [added: King—4,804] shares under Current Options; Mr. [removed: McLachlan—30,000] [added: McLachlan—15,000] shares under Current Options; Mr. [removed: Palette—67,270] [added: Palette—41,000] shares under Current Options; [removed: Ms. Vezina—5,000] [added: Mr. Tremallo—17,100] shares under Current Options; directors and executive officers as a group (13 [removed: persons)—715,572] [added: persons)—512,978] shares under Current Options. |

[added: | (3) | Consists of shares beneficially owned by BlackRock, Inc. (“BlackRock”), in its capacity as a parent holding company of various subsidiaries under Rule 13d-1(b)(1)(ii)(G). In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to 11,370,168 shares and sole dispositive power with respect to 13,484,992 shares] which are held by the following of its subsidiaries: BlackRock [added: (Channel Islands) Ltd, BlackRock] (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock (Singapore) Limited, BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management [added: Deutschland AG, BlackRock Asset Management] Ireland Limited, BlackRock Asset Management North Asia Limited, BlackRock [added: Asset Management Schweiz AG, BlackRock] Capital Management, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Fund Managers Ltd, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, BlackRock Investment Management, LLC, BlackRock Japan Co Ltd, [removed: and] BlackRock Life [removed: Limited.][added: Limited, and Xulu, Inc. With respect to the information relating to BlackRock and its affiliated entities, the Company has relied on information supplied by BlackRock on a Schedule 13G/A filed with the SEC on January 27, 2016. The address of BlackRock is 55 East 52nd Street, New York, NY, 10055. |]

| [removed: (5)] [added: (4)] | Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to [removed: 118,644] [added: 171,946] shares, sole dispositive power with respect to [removed: 9,994,937] [added: 11,852,163] shares and shared dispositive power with respect to [removed: 104,444] [added: 160,446] shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of [removed: 104,444] [added: 112,346] shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, is the beneficial owner of [removed: 14,200] [added: 107,700] shares as a result of its serving as investment manager of Australian investment offerings. With respect to the information relating to Vanguard, the Company has relied on information supplied by Vanguard on a Schedule [removed: 13G] [added: 13G/A] filed with the SEC on February 11, [removed: 2014.] [added: 2015.] The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. |

| [removed: (6)] [added: (5)] | Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January 15, [removed: 2015.] [added: 2016.] |

As of October [removed: 3, 2014,] [added: 2, 2015,] the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

The following table presents information about these plans as of October [removed: 3, 2014.][added: 2, 2015.]

| Equity compensation plans not approved by security holders | | [removed: 584,434] [added: 396,052] | | | | [removed: 7.62] [added: 7.74] | | | [removed: 321,593] [added: 278,274] | (3) |

| (1) | Excludes [removed: 1,491,585] [added: 924,874] unvested shares under restricted stock and RSU awards and [removed: 3,226,787] [added: 3,278,862] unvested shares under PSAs, which figure assumes achievement of performance goals under the [removed: FY14] [added: FY15] PSAs at target levels. |

| (2) | Includes [removed: 1,169,427] [added: 955,539] shares available for future issuance under the 2002 Employee Stock Purchase Plan, [removed: 14,021,326] [added: 20,858,451] shares available for future issuance under the [removed: 2005] [added: 2015] Long-Term Incentive Plan, and [removed: 746,889] [added: 728,451] shares available for future issuance under the 2008 Director Long-Term Incentive Plan. No further grants will be made under the Directors’ 2001 Stock Option [removed: Plan or] [added: Plan,] the AATI 2005 Equity Incentive [added: Plan, or the 2005 Long-Term Incentive] Plan. |

[removed: The] Non-Qualified ESPP is intended for use primarily by employees of the Company located outside the United States.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| BlackRock, Inc. | | 13,484,992 | (3) | 7.04 | % |

| David J. Aldrich | | 552,754 | (5) | (*) | |

| Donald W. Palette | | 104,007 | (5) | (*) | |

| Mark V.B. Tremallo | | 36,187 | (5) | (*) | |

The table does not reflect the number of shares of Company common stock to be issued pursuant to unvested restricted stock units (the “Unvested RSUs”) and earned, but unissued, performance share awards subject to time-based vesting

only (the “Unvested PSAs”) that are not scheduled to vest within sixty (60) days of January 15, 2016, as follows: Mr. Aldrich—183,000 shares under Unvested PSAs; Mr. Freyman—25,000 shares under Unvested RSUs and 38,500 shares under Unvested PSAs; Mr. Griffin—26,250 shares under Unvested RSUs and 79,400 shares under Unvested PSAs; Mr. Palette—30,000 shares under Unvested RSUs and 54,000 shares under Unvested PSAs; Mr. Tremallo—30,000 shares under Unvested PSAs; directors and executive officers as a group (13 persons)—81,250 shares under Unvested RSUs and 416,900 shares under Unvested PSAs.

| • | the 2015 Long-Term Incentive Plan |

| Equity compensation plans approved by security holders | | 4,979,655 | (1) | | | 31.83 | | | 22,542,441 | (2) |

| TOTAL | | 5,375,707 | | | | 30.07 | | | 22,820,715 | |

____________

The

| | | | | |

| --- | --- | --- | --- | --- |

| BlackRock, Inc. | | 15,133,880 (3) | 7.93 | % |

| Wellington Management Company, LLP | | 12,336,321 (4) | 6.46 | % |

| David J. Aldrich | | 600,976 (6) | (*) | |

| Donald W. Palette | | 100,372 (6) | (*) | |

| Victoria Vezina | | 29,894 (6) | (*) | |

| (3) | Consists of shares beneficially owned by BlackRock, Inc. (“BlackRock”), in its capacity as a parent holding company of various subsidiaries under Rule 13d‑1(b)(1)(ii)(G). In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to 13,463,892 shares and sole dispositive power with respect to 15,133,880 |

With respect to the information relating to the BlackRock and its affiliated entities, the Company has relied on information supplied by BlackRock on a Schedule 13G/A filed with the SEC on January 23, 2015.

The address of BlackRock is 55 East 52nd Street, New York, NY, 10022.

| (4) | Consists of shares beneficially owned by Wellington Management Company, LLP (“Wellington”), which has shared voting power with respect to 5,989,771 shares and shared dispositive power with respect to 12,336,321 shares. With respect to the information relating to Wellington, the Company has relied on information supplied by Wellington on a Schedule 13G filed with the SEC on February 14, 2014. The address of Wellington is 280 Congress Street, Boston, MA 02210. |

| Equity compensation plans approved by security holders | | 6,888,845 | (1) | | | 22.41 | | | 15,937,642 | (2) |

| TOTAL | | 7,473,279 | | | | 21.25 | | | 16,259,235 | |

Certain Relationships and Related Transactions: Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since [removed: September 27, 2013,] [added: October 3, 2014,] there has not been a transaction or series of related transactions to which the Company was or is a party involving an amount in excess of $120,000 and in which any director, executive officer, holder of more than five percent (5%) of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

Only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of applicable NASDAQ Rules and who the Board of Directors affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a [removed: director,] [added: director] are considered to be independent directors.

KPMG LLP provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2014] [added: 2015] consolidated financial statements contained in the Company’s Annual Report on Form 10-K and reviews of the financial statements contained in the Company’s Quarterly Reports on Form 10-Q for fiscal year [removed: 2014.][added: 2015.]

| Fee Category | | | Fiscal Year [removed: 2014] [added: 2015] ($) | | | % of Total (%) | | [removed: |] Fiscal Year [removed: 2013] [added: 2014] ($) | | | | [added: |] % of Total (%) | | [removed: |]

| Audit Fees (1) | | | [removed: 1,561,650 |] [added: 1,624,175] | | [removed: 95] | [added: 96] | | | [removed: 1,449,000] [added: 1,561,650] | | | | [removed: 93] | [added: 95] |

| Audit-Related [removed: Fees(2)] [added: Fees] | | | — | | | — | | | [added: —] | [removed: 4,000] | | | | — | [removed: |]

| Tax Fees [removed: (3) |] [added: (2)] | | [removed: 89,250] | [added: 66,800] | | [removed: 5] | [added: 4] | | | [removed: 109,000] [added: 89,250] | | | | [removed: 7] | [added: 5] |

| All Other Fees [removed: (4)] [added: (3)] | | | 1,650 | | | — | | | [removed: |] 1,650 | | | | [removed: —] | [added: —] |

| Total Fees | | | [removed: 1,652,550] [added: 1,692,625] | | | 100 | | | [added: 1,652,550] | [removed: 1,563,650] | | | | 100 | [removed: |]

| (1) | Audit fees consist of fees for the audit of our annual financial statements, review of the interim financial statements included in our quarterly reports on Form 10-Q, statutory audits and related filings in various foreign locations and audit procedures related to acquisition activity during fiscal years [removed: 2014] [added: 2015] and [removed: 2013.] [added: 2014.] Fiscal year [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] audit fees also included fees for services incurred in connection with rendering an opinion under Section 404 of the [removed: Sarbanes Oxley] [added: Sarbanes-Oxley] Act. [added: Fiscal year 2015 audit fees also included fees for the review of registration statement auditor consents to incorporate by reference prior year financial statement opinions in Form S-8 filings.] |

| [removed: (3)] [added: (2)] | Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax compliance services, which primarily relate to the review of our U.S. tax returns and certain trade and customs forms, accounted for [removed: $80,000] [added: $60,000] and [removed: $100,000] [added: $80,000] of the total tax fees for fiscal year [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively. |

| [removed: (4)] [added: (3)] | All other fees for fiscal years [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] relate to fees incurred for licenses to accounting and research software. |

The Audit Committee pre-approved all audit and non-audit services provided by KPMG LLP during fiscal year [removed: 2014] [added: 2015] and fiscal year [removed: 2013.][added: 2014.]

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| --- | --- |

| (2) | Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees.” Audit-related fees reported in fiscal year 2013 relate to the review of registration statement auditor consents to incorporate by reference prior year financial statement opinions in Form S-8 filings. |

[added: | 3. |] The [removed: list of] Exhibits [removed: filed as part of this report are set forth on] [added: listed in] the Exhibit Index immediately preceding [removed: such exhibits, and is incorporated herein by] [added: the Exhibits are filed as a part of] this [removed: reference.][added: Annual Report on Form 10-K. | |]

| Date: | February [removed: 2, 2015] [added: 1, 2016] | By: | /s/ David J. Aldrich |

| [removed: 10.15*] [added: 10.19*] | Advanced Analogic Technologies Incorporated 1998 Amended Stock Plan | 10-K | 001-05560 | 10.CC | 11/21/2012 | |

| [removed: 10.16*] [added: 10.20*] | Advanced Analogic Technologies Incorporated 2005 Equity Incentive Plan | 10-K | 001-05560 | 10.DD | 11/21/2012 | |

| [removed: 10.17*] [added: 10.21*] | Fiscal [removed: 2014] [added: 2015] Executive Incentive Plan | 10-Q | 001-05560 | [removed: 10.A] [added: 10.1] | [removed: 1/29/2014] [added: 2/4/2015] | |

| [removed: 10.18*] [added: 10.22*] | Skyworks Solutions, Inc. Cash Compensation Plan for Directors | 10-Q | 001-05560 | 10.1 | 7/30/2014 | |

| [removed: 10.19*] [added: 10.23*] | Amended and Restated Change of Control / Severance Agreement, dated January 22, 2008, between the Company and David Aldrich | 10-Q | 001-05560 | 10.W | 5/7/2008 | |

| [removed: 10.20*] [added: 10.24*] | Amendment dated November 23, 2010 to Amended and Restated Change of Control / Severance Agreement, dated January 22, 2008, between the Company and David Aldrich | 10-Q | 001-05560 | 10.KK | 2/8/2011 | |

| [removed: 10.21*] [added: 10.26*] | Change [removed: of] [added: in] Control / Severance Agreement, dated [removed: January 22, 2008,] [added: December 16, 2014,] between the Company and Liam Griffin | 10-Q | 001-05560 | [removed: 10.X] [added: 10.3] | [removed: 5/7/2008] [added: 2/4/2015] | |

| [removed: 10.22*] [added: 10.29*] | Change [removed: of] [added: in] Control / Severance Agreement, dated [removed: January 22, 2008,] [added: December 16, 2014,] between the Company and Mark Tremallo | 10-Q | 001-05560 | [removed: 10.DD] [added: 10.6] | [removed: 5/7/2008] [added: 2/4/2015] | |

| [removed: 10.23*] [added: 10.27*] | Change [removed: of] [added: in] Control / Severance Agreement, dated [removed: January 22, 2008,] [added: December 16, 2014,] between the Company and Donald Palette | 10-Q | 001-05560 | [removed: 10.II] [added: 10.4] | [removed: 5/7/2008] [added: 2/4/2015] | |

| [removed: 10.24*] [added: 10.28*] | Change [removed: of] [added: in] Control / Severance Agreement, dated [removed: January 22, 2008,] [added: December 16, 2014,] between the Company and Bruce Freyman | 10-Q | 001-05560 | [removed: 10.KK] [added: 10.5] | [removed: 5/7/2008] [added: 2/4/2015] | |

| 21 | Subsidiaries of the Company | 10-K | 001-05560 | 21 | [removed: 11/25/2014] [added: 11/24/2015] | |

| 23.1 | Consent of KPMG LLP | 10-K | 001-05560 | 23.1 | [removed: 11/25/2014] [added: 11/24/2015] | |

| 31.1 | Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-05560 | 31.1 | [removed: 11/25/2014] [added: 11/24/2015] | |

| 31.2 | Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-05560 | 31.2 | [removed: 11/25/2014] [added: 11/24/2015] | |

| 32.1 | Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-05560 | 32.1 | [removed: 11/25/2014] [added: 11/24/2015] | |

| 32.2 | Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-05560 | 32.2 | [removed: 11/25/2014] [added: 11/24/2015] | |

(a) The following are filed as part of this Annual Report on Form 10-K:

| | | |

| --- | --- | --- |

| | | |

| 1. | Index to Financial Statements | Page number of the Original Filing |

| | | |

| | Report of Independent Registered Public Accounting Firm | Page 35 |

| | Consolidated Statements of Operations for the Years Ended October 2, 2015, October 3, 2014, and September 27, 2013 | Page 36 |

| | Consolidated Statements of Comprehensive Income for the Years Ended October 2, 2015, October 3, 2014, and September 27, 2013 | Page 37 |

| | Consolidated Balance Sheets at October 2, 2015 and October 3, 2014 | Page 38 |

| | Consolidated Statements of Cash Flows for the Years Ended October 2, 2015, October 3, 2014, and September 27, 2013 | Page 39 |

| | Consolidated Statements of Stockholders’ Equity for the Years Ended October 2, 2015, October 3, 2014, and September 27, 2013 | Page 40 |

| | Notes to Consolidated Financial Statements | Pages 41 through 62 |

| | | |

| 2. | The schedule listed below is filed as part of this Annual Report on Form 10-K: | |

| | Schedule II-Valuation and Qualifying Accounts | Page 68 |

| | All other required schedule information is included in the Notes to Consolidated Financial Statements or is omitted because it is either not required or not applicable. | |

(b) Exhibits

The exhibits required by Item 601 of Regulation S-K are filed herewith and incorporated by reference herein.

The response to this portion of Item 15 is submitted under Item 15(a)(3).

| 2.6 | Amended and Restated Agreement and Plan of Merger, dated as of October 29, 2015, by and among the Company, Amherst Acquisition, Inc., and PMC-Sierra, Inc. (the Company hereby agrees to furnish supplementally a copy of any omitted schedules to the SEC upon request) | 8-K | 001-05560 | 2.1 | 10/30/2015 | |

| Exhibit Number | Exhibit Description | Form | Incorporated by Reference | | | Filed Herewith |

| File No. | Exhibit | Filing Date | | | | |

| 10.15* | Skyworks Solutions, Inc. 2015 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.1 | 8/5/2015 | |

| 10.16* | Form of Nonstatutory Stock Option Agreement under the Company’s 2015 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.2 | 8/5/2015 | |

| 10.17* | Form of Performance Share Agreement under the Company’s 2015 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.3 | 8/5/2015 | |

| 10.18* | Form of Restricted Stock Unit Agreement under the Company’s 2015 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.4 | 8/5/2015 | |

| 10.25* | Letter to the Company from David Aldrich, dated December 16, 2014 | 10-Q | 001-05560 | 10.2 | 2/4/2015 | |

| Exhibit Number | Exhibit Description | Form | Incorporated by Reference | | | Filed Herewith |

| File No. | Exhibit | Filing Date | | | | |

| 10.30* | Change in Control / Severance Agreement, dated December 16, 2014, between the Company and Victoria Vezina | 10-Q | 001-05560 | 10.7 | 2/4/2015 | |

| 10.31* | Change in Control / Severance Agreement, dated December 16, 2014, between the Company and Peter Gammel | 10-K | 001-05560 | 10.31 | 11/24/2015 | |

| 10.32 | Second Amended and Restated Commitment Letter, by and among the Company, Barclays Bank PLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. (on behalf of itself and Citibank, N.A. and Citicorp North America, Inc.), dated as of October 29, 2015 | 8-K | 001-05560 | 10.2 | 10/30/2015 | |

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| Exhibit Number | Exhibit Description | Form | Incorporated by Reference | | | Filed Herewith |

| File No. | Exhibit | Filing Date | | | | |

This list includes a subset containing each management contract, compensatory plan, or arrangement required to be filed as an exhibit to this report.