Skyworks Solutions (SWKS) 10-K/A risk factor changes: FY2017 vs FY2016

| [removed: þ] [added: R] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended [removed: October 2, 2015][added: September 30, 2016]

| [removed: ¨] [added: £] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

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 (April [removed: 3, 2015)] [added: 1, 2016)] was approximately [removed: $18,378,125,308.][added: $ 14,812,361,660.]

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January [removed: 15, 2016,] [added: 16, 2017,] was [removed: 191,668,400.][added: 184,800,343.]

This Amendment No. 1 amends Skyworks Solutions, Inc.’s (“Skyworks” or the “Company”) Annual Report on Form 10-K for the year ended [removed: October 2, 2015,] [added: September 30, 2016,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 24, 2015] [added: 22, 2016] (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: 2016] [added: 2017] Annual Meeting of Stockholders is scheduled for May [removed: 11, 2016,] [added: 10, 2017,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.

10-K/A 1 fy1610-kajanuary20171x30x2.htm 10-K/A - FY16

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

The following table sets forth for each director and executive officer of the Company his or her position with the Company as of January [removed: 15, 2016:][added: 16, 2017:]

| David J. Aldrich | | Chairman of the Board and [removed: Chief] Executive [removed: Officer] [added: Chairman] |

| [removed: Donald W. Palette] [added: Kris Sennesael] | | [removed: Executive] [added: Senior] Vice President and Chief Financial Officer |

| [removed: Mark V.B. Tremallo] [added: Robert J. Terry] | | Vice President, General Counsel and Secretary |

[removed: Aldrich,] [added: Griffin,] age [removed: 59, serves as Chairman of the Board] [added: 50, is President] and Chief Executive Officer [added: and a director] of the Company.

[removed: From April 2000 until his election] [added: Previously, he served] as Chairman [removed: in] [added: of the Board and Chief Executive Officer from] May [removed: 2014, Mr. Aldrich served] [added: 2014 to May 2016 and] as President and Chief Executive Officer and as a director [removed: of the Company.][added: from April 2000 to May 2014.]

From May 1999 to September 1999, [removed: Mr. Aldrich] [added: he] served as Executive Vice President, and from May 1996 to May 1999, [removed: Mr. Aldrich] [added: he] served as Vice President and General Manager of the semiconductor products business unit.

[added: Prior to joining Skyworks, he held senior management positions at Adams-Russell Company and M/A-COM, Inc.] Mr. Aldrich has also served since February 2007 as a director of Belden Inc. (a publicly traded designer and manufacturer of cable products and transmission solutions).

We believe that Mr. [removed: Aldrich, who has led Skyworks for more than 15 years,] [added: Aldrich] 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.

Further, as a result of his service as a director for 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: 77,] [added: 78,] has been a director since 2000 and Lead Independent Director since May 2014.

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

In addition, Mr. [removed: McLachlan] [added: Furey] has extensive knowledge regarding Skyworks’ business, which he has acquired [removed: by serving for more than 15] [added: through over 18] years [added: of service] on the Board of Directors.

Beebe, age [removed: 56,] [added: 57,] has been a director since January 2004.

Mr. Beebe also serves as 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) and] [added: America),] Syniverse Technologies, Inc. (a privately held provider of support services for wireless [removed: carriers).][added: carriers), and Logix Communications (a privately held provider of facilities-based communications services).]

We believe that Mr. Beebe is qualified to serve as a director because of his [removed: 19 years] [added: two decades] 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: 57,] [added: 58,] has been a director since 1998.

Iyer, age [removed: 59,] [added: 60,] has been a director since June 2002.

Prior to joining Conexant, Mr. Iyer served as Senior Vice President and Chief Financial Officer of VLSI Technology Inc. Prior to that, he was Corporate Controller for Cypress Semiconductor Corp. and Director of Finance for Advanced Micro Devices, Inc. Mr. Iyer serves on the boards of directors of Power Integrations, Inc., [removed: QLogic Corporation,] and IHS [removed: Inc.] [added: Markit Ltd.] (each a publicly traded company).

He served as a director of Conexant from February 2002 until April 2011, [removed: and] as a director of Life Technologies Corp. from July 2001 until February 2014, when it was acquired by Thermo Fisher Scientific [added: Inc., as a director of IHS] Inc. [added: from December 2003 until July 2016, when it completed a merger with Markit Ltd., and as a director of QLogic Corporation from June 2003 until August 2016, when it was acquired by Cavium, Inc.]

Christine King, age [removed: 66,] [added: 67,] has been a director since January 2014.

[removed: Previously,] Ms. King served as [added: Executive Chairman of QLogic Corporation (a publicly traded developer of high performance server and storage networking connectivity products) from August 2015 until August 2016, when it was acquired by Cavium, Inc. Previously, she served as] a director and as Chief Executive Officer of Standard Microsystems Corporation (a [added: publicly traded] developer of silicon-based integrated circuits utilizing analog and mixed-signal technologies) from 2008 until the company’s acquisition in 2012 by Microchip Technology, Inc. Prior to Standard Microsystems, [removed: she] [added: Ms. King] was Chief Executive Officer of AMI Semiconductor, Inc., [added: a publicly traded company,] from 2001 until it was acquired by ON Semiconductor Corp. in 2008.

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

She previously served as a director of [added: QLogic Corporation,] Analog Devices, Inc., and Atheros Communications, Inc., prior to its acquisition by Qualcomm, Inc.

In particular, through her experience as [added: Executive Chairman of QLogic and as] Chief Executive Officer of Standard Microsystems and AMI Semiconductor, as well as her service as a director of other public companies, Ms. King provides the Board of Directors with significant strategic, operational, and financial expertise.

McGlade, age [removed: 55,] [added: 56,] has been a director since February 2005.

Schriesheim, age [removed: 55,] [added: 56,] has been a director since May 2006.

He [removed: has been] [added: served as] Executive Vice President and Chief Financial Officer of Sears Holdings [removed: since] [added: from] August [removed: 2011.][added: 2011 to October 2016.]

They have each demonstrated business acumen, an ability to exercise sound [removed: judgment] [added: judgment,] and a commitment of service to Skyworks.

Each of our directors will serve until the [removed: 2016] [added: 2017] Annual Meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

Executive Officers (other than [added: Executive Chairman and] Chief Executive Officer)

[removed: Griffin,] [added: Freyman,] age [removed: 49,] [added: 56,] joined the Company in [removed: August 2001] [added: May 2005] and has served as [removed: President] [added: Executive Vice President, Worldwide Operations] since May 2014.

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

[removed: Palette,] [added: Kris Sennesael,] age [removed: 58,] [added: 48,] joined the Company in August [removed: 2007] [added: 2016] and [removed: has served as Executive] [added: is Senior] Vice President and Chief Financial [removed: Officer since May 2014.][added: Officer.]

[removed: Freyman,] [added: Terry,] age [removed: 55,] [added: 50,] joined the Company in [removed: May 2005] [added: 2003] and has served as [removed: Executive] Vice President, [removed: Worldwide Operations] [added: General Counsel and Secretary] since [removed: May 2014.][added: November 2016.]

Gammel, age [removed: 55,] [added: 56,] 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.

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 [removed: October 2, 2015] [added: September 30, 2016] (“fiscal year [removed: 2015”),] [added: 2016”),] 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 [removed: made.][added: made, with the exception of one late Form 4 filed by Mr. Gammel on May 18, 2016, to report a transaction dated as of May 5, 2016.]

| Liam K. Griffin | | President, Chief Executive Officer and Director |

| Laura A. Gasparini | | Vice President, Human Resources |

Aldrich, age 59, has served as Chairman of the Board and Executive Chairman since May 2016.

Prior to his appointment as Chief Executive Officer and to the board of directors in May 2016, he had served as President since May 2014.

We believe that Mr. Griffin is qualified to serve as a director because of his breadth of leadership experience and in-depth understanding of Skyworks’ business gained through serving in several different executive positions at Skyworks over the past 15 years.

Mr. Griffin brings to the Board of Directors strong relationships with Skyworks’ key customers, investors, employees, and other stakeholders, as well as a deep understanding of the semiconductor industry and its competitive landscape.

His service as a director for Vicor Corp. gives Mr. Griffin added perspective regarding the challenges confronting public technology companies.

Laura A.

Gasparini, 66, is Vice President, Human Resources of the Company, a position she has held since July 2015.

Previously, Ms. Gasparini served as a Senior Director within the Company’s human resources department from October 2002 to July 2015.

She first joined the Company in 1989, and rejoined in 1998 following a brief tenure with Unitrode Corporation from 1995 to 1998.

Previously, Mr. Sennesael served as Chief Financial Officer for Enphase Energy, Inc. (a semiconductor-based renewable energy solutions provider), from September 2012 to August 2016.

Earlier, he served as Chief Financial Officer for Standard Microsystems Corporation (a global fabless semiconductor company) from January 2009 to August 2012, prior to which he held financial positions at ON Semiconductor Corp., AMI Semiconductor, Inc., and Alcatel Microelectronics.

Robert J.

He previously served as Vice President, Associate General Counsel and Assistant Secretary from June 2011 to November 2016.

Before joining Skyworks, he served as General Counsel and Secretary for Day Software, Inc. (an enterprise content management software company), from July 2001 to February 2003.

Prior to joining Day Software, Mr. Terry was in private practice, focusing on corporate and securities matters, mergers and acquisitions, and general business litigation.

| Liam K. Griffin | | President |

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, 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.

Mr. McLachlan also serves on the board of directors of Deltagen, Inc. (a publicly traded provider of drug discovery tools and services to the biopharmaceutical industry).

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

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

(a subsidiary of IDACORP).

Donald W.

He served as Vice President and Chief Financial Officer from August 2007 to May 2014.

Previously, from May 2005 until August 2007, Mr. Palette served as Senior Vice President, Finance and Controller of Axcelis Technologies, Inc. (a publicly traded semiconductor equipment manufacturer).

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.

Before joining Axcelis in 1999, Mr. Palette was Controller of Financial Reporting/Operations for Simplex (a leading manufacturer of fire protection and security systems).

Prior to that, Mr. Palette was Director of Finance for Bell & Howell’s Mail Processing Company (a leading manufacturer of high speed mail insertion and sorting equipment).

Mark V.B. Tremallo, age 59, joined the Company in April 2004 and serves as Vice President, General Counsel and Secretary.

Previously, from January 2003 to April 2004, Mr. Tremallo was Senior Vice President and General Counsel at TAC Worldwide Companies (a technical workforce solutions provider).

Prior to TAC, from May 1997 to May 2002, he was Vice President, General Counsel and Secretary at Acterna Corp. (a global communications test equipment and solutions provider).

Earlier, Mr. Tremallo served as Vice President, General Counsel and Secretary at Cabot Safety Corporation.

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: 2015] [added: 2016] 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: 2015,] [added: 2016,] our Named Executive Officers were:

| • | David J. Aldrich, [added: Executive] Chairman [removed: and] [added: (served as] Chief Executive [removed: Officer;] [added: Officer until May 11, 2016);] |

| • | Donald W. Palette, [added: Former] Executive Vice President and Chief Financial [removed: Officer;] [added: Officer (retired as Chief Financial Officer and as an executive officer effective as of August 29, 2016);] |

| • | Bruce J. Freyman, Executive Vice President, Worldwide Operations; [removed: and] |

| • | Mark V.B. Tremallo, [added: Former] Vice President, General Counsel and [removed: Secretary.] [added: Secretary (retired as General Counsel and as an executive officer effective as of November 10, 2016).] |

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

For fiscal year [removed: 2015,] [added: 2016,] the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon/Radford survey data of [removed: 23] [added: 20] 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 companies), and (ii) the “peer” group data for [removed: 17] [added: 15] publicly traded semiconductor companies with which the Company competes for executive talent:

| *Altera | *Freescale Semiconductor | [removed: *Microsemi] [added: *Micron Technology] |

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 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: 2015] [added: 2016] 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 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.

[removed: 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, 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 [removed: our Chief Executive Officer’s 21 years of] [added: Mr. Aldrich’s] service to the Company.

Aon/Radford advised the Compensation Committee that the base salary, annual performance targets, short-term incentive target opportunity, and equity-based compensation established by the Compensation Committee for fiscal year [removed: 2015] [added: 2016] were competitive for chief executive officers leading companies of similar size and complexity in the semiconductor industry.

[removed: Our Chief Executive Officer] [added: Mr. Aldrich] was not present during the voting or deliberations of the Compensation Committee concerning his compensation.

Response to Stockholder Vote on Executive Compensation at [removed: 2015] [added: 2016] Annual Meeting

At our [removed: 2015] [added: 2016] 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: 2015] [added: 2016] Annual Meeting.

We understood this to mean that stockholders generally approved of our compensation policies and determinations in [removed: 2015.][added: 2016.]

However, [removed: our] [added: the] Compensation Committee still undertook a review of our compensation policies and determinations following the [removed: 2015] [added: 2016] Annual Meeting with the assistance of Aon/Radford.

After this review and consideration of evolving best practices in executive compensation by public companies generally, upon the recommendation of [removed: our] [added: the] Compensation Committee, we determined not to make any significant changes to our executive compensation decisions and policies.

Based on these factors, base salaries of the Named Executive Officers for fiscal year [removed: 2015] [added: 2016] 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: 2015] [added: 2016] increased on average [removed: 3.4%] [added: 6.3%] from the Named Executive Officer’s base salary in fiscal year [removed: 2014, and ranged from an increase] [added: 2015 (excluding Mr. Sennesael, whose employment with the Company commenced in August 2016) as a result] of [added: market-based salary adjustments recommended by Aon/Radford, with increases ranging from] 3.0% to [removed: 4.7%.][added: 10.0%.]

For fiscal year [removed: 2015,] [added: 2016,] the Compensation Committee adopted the [removed: 2015] [added: 2016] Executive Incentive Plan (the “Incentive Plan”).

The following table shows the range of short-term compensation that each Named Executive Officer could earn in fiscal year [removed: 2015] [added: 2016] as a percentage of such executive officer’s annual base salary.

| Chief Executive Officer [added: (1)] | [removed: 75] [added: 80] | % | [removed: 150] [added: 160] | % | [removed: 300] [added: 320] | % |

| [removed: Executive] [added: • | Kris Sennesael, Senior] Vice President and Chief Financial Officer [removed: | 40 | % | 80 | % | 160 | %] [added: (assumed role as Chief Financial Officer on August 29, 2016);] |

For fiscal year [removed: 2015] [added: 2016] the Compensation Committee determined that the short-term incentive compensation payable under the Incentive Plan would be based on the Company’s performance for the entire fiscal year, consistent with the Compensation Committee’s approach for the prior fiscal year.

The Compensation Committee established performance goals for fiscal year [removed: 2015] [added: 2016] based on achieving [removed: revenue] [added: revenue, non-GAAP gross margin,] and non-GAAP [removed: operating margin] [added: free cash flow] targets.

Each of the [removed: two] [added: three] performance goals was weighted equally [removed: (50%] [added: (33⅓%] each) toward each Named Executive Officer’s payment under the Incentive Plan.

The [added: nominal] 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 [removed: stock] [added: share-based] compensation expense, [removed: restructuring-related charges,] acquisition-related expenses, [added: amortization of intangibles, restructuring-related charges,] litigation settlement [removed: gains] [added: gains, losses] and [removed: losses,] [added: expenses,] and certain deferred executive compensation.

[removed: The computation of each] [added: Each] executive’s short-term compensation under the Incentive Plan is [removed: not a weighted average of the level of] [added: calculated by evaluating] achievement [removed: across all performance goals, but rather an evaluation] of each performance goal individually, [removed: a determination of] [added: determining] the portion of the total eligible bonus [removed: allocated] [added: earned with respect] to [removed: that] [added: each such] performance [removed: goal that can be earned] [added: goal,] and [removed: a summation of those] [added: totaling the resulting] amounts.

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

For fiscal year [removed: 2015,] [added: 2016,] the Compensation Committee made awards to each of the Named Executive Officers [added: (with the exception of Mr. Sennesael)] on November [removed: 10, 2014,] [added: 9, 2015,] at a regularly scheduled Compensation Committee meeting.

In making annual stock-based compensation awards to executive officers for fiscal year [removed: 2015,] [added: 2016,] 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 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 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 executives and employees, internal and external circumstances impacting the Company and its [removed: employees, and proxy advisor (e.g., ISS) guidelines.]

In fiscal year [removed: 2015,] [added: 2016,] the Company offered executives the opportunity to participate in financial planning services through The Ayco Company, L.P. (“Ayco”), at a cost of up to approximately [removed: $15,000] [added: $16,000] per executive paid by the Company.

In fiscal year [removed: 2015,] [added: 2016,] Messrs.

Upon retirement, as defined in the Executive Compensation Plan, or other separation from service, or, if so elected, upon any earlier change in control of the Company, a participant is entitled to a payment of his vested account balance, either in a single [added: lump sum or in annual installments, as elected in advance by the participant.]

[removed: A description of the] material terms of our severance and change-in-control arrangements with the Named Executive Officers can be found immediately below and further below under “Potential Payments Upon Termination or Change in Control.”

The [removed: Company] [added: Compensation Committee] believes that severance protections can play a valuable role in recruiting and retaining superior talent.

Outside of the change-in-control context, each Named Executive Officer is entitled to severance benefits if his employment is involuntarily terminated by the Company without cause and, in the case of the [added: Executive Chairman and the] Chief Executive Officer, if he terminates his own employment for good reason (as defined in [removed: the] [added: each executive’s respective] agreement).

These benefits are described in detail further below under “Potential Payments Upon Termination or Change in Control.” The [removed: Company] [added: Compensation Committee] believes these enhanced severance benefits and accelerated vesting are appropriate because the occurrence, or potential occurrence, of a change-in-control transaction would likely create uncertainty regarding the continued employment of executive officers that typically occurs in a change-in-control context, and such severance benefits and accelerated vesting encourage the Named Executive Officers to remain employed with the Company through the change-in-control process and to focus on enhancing stockholder value both before and during the process.

| • | Liam K. Griffin, President and Chief Executive Officer (assumed role as Chief Executive Officer on May 11, 2016); |

| • | Peter L. Gammel, Chief Technology Officer; and |

| *Applied Materials | *Marvell Technology Group | *Qorvo |

| *Avago Technologies | *Maxim Integrated Products | *Texas Instruments |

| *Broadcom | *Microchip Technology | *Xilinx |

In determining the compensation of Mr. Aldrich for his service as Chief Executive Officer for fiscal year 2016, the 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, financial, and leadership

When Mr. Griffin was promoted to Chief Executive Officer in May 2016, the Compensation Committee determined that his base salary would be equal to the $850,000 base salary that had been approved for Mr. Aldrich, his predecessor, for fiscal year 2016.

In setting Mr. Griffin’s base salary, the Compensation Committee relied on Aon/Radford’s guidance on current market practices related to promotions to chief executive officer in addition to the Company’s internal compensation structure and Mr. Griffin’s experience and long tenure.

Concurrently with Mr. Griffin’s appointment as Chief Executive Officer and Mr. Aldrich’s appointment as Executive Chairman in May 2016, the Compensation Committee determined that Mr. Aldrich’s base salary would be reduced to $800,000.

In determining Mr. Aldrich’s base salary as Executive Chairman, the Compensation Committee relied on Aon/Radford’s guidance on current market practices related to chief executive officer transitions in addition to the Company’s internal compensation structure and Mr. Aldrich’s experience and long tenure.

Mr. Sennesael was appointed Senior Vice President and Chief Financial Officer in August 2016, at which time the Compensation Committee set his base salary based on current market practices for chief financial officers in the semiconductor industry in companies with similar revenue in addition to the Company’s internal compensation structure and Mr. Sennesael’s experience and existing compensation package.

| President (1) | 50 | % | 100 | % | 200 | % |

| Chief Financial Officer | 45 | % | 90 | % | 180 | % |

| Other Executive Officers | 35 | % | 70 | % | 140 | % |

| (1) | Effective as of May 11, 2016, at the time of Mr. Griffin’s promotion from President to Chief Executive Officer, the threshold, target, and maximum levels of his short-term incentive compensation were increased from 50%, 100%, and 200% of his annual base salary, respectively, to 80%, 160%, and 320% of his annual base salary, respectively. Pursuant to the Aldrich Agreement, described below, which was entered into effective as of May 11, 2016, at the time of Mr. Aldrich’s transition from Chief Executive Officer to Executive Chairman, Mr. Aldrich’s short-term incentive opportunity under the Incentive Plan remained unchanged at the level for the Chief Executive Officer. |

The non-GAAP gross margin performance goal is based on the Company’s non-GAAP gross margin, which it calculates by excluding from GAAP gross profit share-based compensation expense and acquisition-related expenses.

The non-GAAP free cash flow performance goal is based on the Company’s non-GAAP free cash flow, which it calculates by deducting capital expenditures from, and making certain other adjustments to, GAAP cash from operations.

The Company failed to achieve the nominal non-GAAP operating margin performance goal in fiscal year 2016, with the result that no short-term compensation awards were paid to the Named Executive Officers.

employees, and proxy advisor (e.g., ISS) guidelines.

On May 11, 2016, the Compensation Committee granted to Mr. Griffin a one-time restricted stock unit (“RSU”) award and stock option award in connection with his promotion to Chief Executive Officer.

The number of shares subject to the equity awards granted to him by the Compensation Committee was determined based on competitive data on chief executive officer transitions, prepared by Aon/Radford.

The stock option award to Mr. Griffin had an exercise price equal to the closing price of the Company’s common stock on May 11, 2016.

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

On August 29, 2016, the Compensation Committee granted to Mr. Sennesael a long-term stock-based compensation award in connection with the commencement of his employment with the Company, which was intended to incentivize him to accept an offer of employment with the Company and to align his performance with the goals and objectives of the executive team.

The award to Mr. Sennesael consisted of an RSU award and a stock option award.

The number of shares subject to the equity awards granted to him by the Compensation Committee was determined based on competitive data on new-hire awards to chief financial officers in the semiconductor industry.

The stock option award to Mr. Sennesael had an exercise price equal to the closing price of the Company’s common stock on August 29, 2016.

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

A description of the

In addition, provided he does not voluntarily terminate his employment with the Company before the date of the Company’s 2017 annual meeting of stockholders, the Executive Chairman is entitled to certain severance benefits upon the expiration of the term of his agreement.

Griffin and Sennesael, who each has until the third anniversary of the date he assumed his current position to comply with the guidelines).

| | | | | | | | | | |

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

| | | | | | | | | | |

| David J. Aldrich (4) | | 2016 | 822,981 | 3,720,250 | 2,457,108 | — | | 15,043 | 7,015,382 |

| Liam K. Griffin (5) | | 2016 | 660,404 | 3,465,060 | 2,591,488 | — | | 11,751 | 6,728,703 |

| Kris Sennesael (6) | | 2016 | 40,865 | 1,880,500 | 926,700 | — | | 78 | 2,848,143 |

| Senior Vice President and | | | | | | | | | |

| Chief Financial Officer | | | | | | | | | |

| Donald W. Palette (7) | | 2016 | 457,962 | 1,190,480 | 764,434 | — | | 30,721 | 2,443,597 |

| • | Liam K. Griffin, President; |

| *Avago Technologies | *LSI | *ON Semiconductor |

| *Broadcom | *Marvell Technology | *RF Micro Devices |

| *Cree | *Maxim Integrated Products | *Xilinx |

| *Fairchild Semiconductor | *Microchip Technology | |

| President | 45 | % | 90 | % | 180 | % |

| Executive Vice President, Worldwide Operations | 35 | % | 70 | % | 140 | % |

| Vice President, General Counsel and Secretary | 27.5 | % | 55 | % | 110 | % |

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 2015 each exceeded the respective maximum performance levels, resulting in a short-term compensation award for each Named Executive Officer equal to his maximum payment level, or 200% of the target payment level.

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

In addition, provided he forfeits certain equity awards and agrees to serve on the Company’s Board of Directors for a minimum of two years, the Chief Executive Officer is entitled to certain severance benefits upon termination of his employment for any reason.

deductions under Section 162(m).

| | | | | | | | | |

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

| Chief Executive Officer | | 2013 | 677,846 | 2,482,480 | 1,634,185 | 991,702 | 14,435 | 5,800,648 |

| Chief Financial Officer | | 2013 | 392,846 | 640,640 | 380,675 | 288,031 | 23,854 | 1,726,046 |

| | | 2013 | 435,692 | 800,800 | 543,822 | 342,234 | 19,523 | 2,142,071 |

| Worldwide Operations | | 2013 | 388,923 | 560,560 | 326,293 | 265,426 | 25,366 | 1,566,568 |

| 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 |

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January [removed: 15, 2016,] [added: 16, 2017,] 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 [removed: 15, 2016;] [added: 16, 2017;] (ii) the Named Executive Officers (as defined above in Item 11 “Executive Compensation”); (iii) each director and nominee for director; and (iv) all [added: current] executive officers and directors of the Company, as a group.

As of January [removed: 15, 2016,] [added: 16, 2017,] there were [removed: 191,668,400] [added: 184,800,343] 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 [removed: 15, 2016,] [added: 16, 2017,] 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: 12,012,609] [added: 16,443,350] | [added: |] (4) | [removed: 6.27] [added: 8.90] | % |

| Kevin L. Beebe | | [removed: 72,046] [added: 53,046] | | [added: |] (*) | |

| Bruce J. Freyman | | [removed: 86,001] [added: 23,970] | [removed: (5)] | [added: (8) |] (*) | |

| Timothy R. Furey | | [removed: 39,947] [added: 19,947] | | [added: |] (*) | |

| Liam K. Griffin | | [removed: 93,001] [added: 128,470] | [removed: (5)] | [added: (8) |] (*) | |

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

| Christine King | | [removed: 14,965] [added: 17,366] | | [added: |] (*) | |

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

| David J. McLachlan | | [removed: 69,921] [added: 64,221] | | [added: |] (*) | |

| Donald W. Palette | | [removed: 104,007] [added: 11,719] | [removed: (5)] | [added: (8) |] (*) | |

| Robert A. Schriesheim | | [removed: 63,188] [added: 64,463] | | [added: |] (*) | |

| Mark V.B. Tremallo | | [removed: 36,187] [added: 16,126] | [removed: (5)] | [added: (8) |] (*) | |

| All [added: current] directors and executive officers as a group [removed: (13] [added: (14] persons) | | [removed: 1,264,731] [added: 957,638] | [removed: (5)] | [added: (8) |] (*) | |

| (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 [removed: 15, 2016] [added: 16, 2017] (the “Current Options”), as follows: Mr. [removed: Aldrich—315,924] [added: Aldrich—225,999] shares under Current Options; Mr. [removed: Beebe—15,000] [added: Freyman—5,000] shares under Current Options; Mr. [removed: Freyman—33,750] [added: Gammel—34,300] shares under Current Options; Mr. [removed: Griffin—54,250] [added: Griffin—63,000] shares under Current Options; Ms. [removed: King—4,804 shares under Current Options; Mr. McLachlan—15,000 shares under Current Options; Mr. Palette—41,000 shares under Current Options; Mr. Tremallo—17,100 shares under Current Options; directors and executive officers as a group (13 persons)—512,978] [added: King—7,205] shares [removed: under Current Options.] |

| [removed: (3)] [added: (5)] | 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 [removed: 11,370,168] [added: 10,409,167] shares and sole dispositive power with respect to [removed: 13,484,992] [added: 12,036,014] shares which are held by the following of its subsidiaries: BlackRock [removed: (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 Deutschland AG, BlackRock Asset Management Ireland Limited, BlackRock Asset Management North Asia Limited, BlackRock 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, [added: and] BlackRock Life [removed: Limited, and Xulu, Inc.] [added: Limited.] 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, [removed: 2016.] [added: 2017.] The address of BlackRock is 55 East 52nd Street, New York, NY, 10055. |

| (4) | Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to [removed: 171,946] [added: 353,326] shares, [added: shared voting power with respect to 18,700 shares,] sole dispositive power with respect to [removed: 11,852,163] [added: 16,064,424] shares and shared dispositive power with respect to [removed: 160,446] [added: 378,926] shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of [removed: 112,346] [added: 299,426] 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: 107,700] [added: 133,400] 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 13G/A filed with the SEC on February 11, [removed: 2015.] [added: 2016.] The address of Vanguard is 100 Vanguard Blvd., Malvern, [removed: PA] [added: PA,] 19355. |

| [removed: (5)] [added: (8)] | Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January [removed: 15, 2016.] [added: 16, 2017.] |

As of [removed: October 2, 2015,] [added: September 30, 2016,] 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 [removed: October 2, 2015.][added: September 30, 2016.]

| | [removed: |] Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) [removed: | |] [added: (a)] | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) [removed: | | |] [added: (b)] | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) [removed: |] [added: (c)] |

| Equity compensation plans not approved by security holders | [removed: | 396,052 | | | | 7.74 | |] [added: 274,554] | [removed: 278,274] [added: 7.97] | [removed: (3)] [added: 235,597(3)] |

| (1) | Excludes [removed: 924,874] [added: 530,872] unvested shares under restricted stock and RSU awards and [removed: 3,278,862] [added: 2,684,950] unvested shares under PSAs, which figure assumes achievement of performance goals under the [removed: FY15] [added: FY16] PSAs at target levels. |

| (2) | Includes [removed: 955,539] [added: 735,105] shares available for future issuance under the 2002 Employee Stock Purchase Plan, [removed: 20,858,451] [added: 18,368,206] shares available for future issuance under the 2015 Long-Term Incentive Plan, and [removed: 728,451] [added: 699,314] 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 Plan, the AATI 2005 Equity Incentive Plan, or the 2005 Long-Term Incentive Plan. |

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

| | | | | | | |

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

| | | | | | | |

| Capital Research Global Investors | | 19,580,784 | | (3) | 10.60 | % |

| BlackRock, Inc. | | 12,036,014 | | (5) | 6.51 | % |

| Ameriprise Financial, Inc. | | 9,768,802 | | (6) | 5.29 | % |

| Columbia Management Investment Advisers, LLC | | 9,764,382 | | (7) | 5.28 | % |

| David J. Aldrich | | 424,168 | | (8) | (*) | |

| Peter L. Gammel | | 58,861 | | (8) | (*) | |

| Kris Sennesael | | — | | | (*) | |

under Current Options; Mr. Palette—7,000 shares under Current Options; Mr. Tremallo—4,000 shares under Current Options; current directors and executive officers as a group (14 persons)—347,187 shares under Current Options.

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 16, 2017, as follows: Mr. Aldrich—13,906 shares under Unvested RSUs and 75,837 shares under Unvested PSAs; Mr. Beebe—2,775 shares under Unvested RSUs; Mr. Freyman—28,090 shares under Unvested RSUs and 13,767 shares under Unvested PSAs; Mr. Furey—2,775 shares under Unvested RSUs; Mr. Gammel—2,832 shares under Unvested RSUs and 13,043 shares under Unvested PSAs; Mr. Griffin—58,951 shares under Unvested RSUs and 30,242 shares under Unvested PSAs; Mr. Iyer—2,775 shares under Unvested RSUs; Ms. King—2,775 shares under Unvested RSUs; Mr. McGlade—2,775 shares under Unvested RSUs; Mr. McLachlan—2,775 shares under Unvested RSUs; Mr. Palette—30,000 shares under Unvested RSUs and 22,428 shares under Unvested PSAs; Mr. Schriesheim—2,775 shares under Unvested RSUs; Mr. Sennesael—28,734 shares under Unvested RSUs; Mr. Tremallo—12,490 shares under Unvested PSAs; current directors and executive officers as a group (14 persons)—160,276 shares under Unvested RSUs and 143,856 shares under Unvested PSAs.

| (3) | Consists of shares beneficially owned by Capital Research Global Investors (“Capital Research”), a division of Capital Research and Management Company. Capital Research has sole voting power and sole dispositive power with respect to 19,580,784 shares. With respect to the information relating to Capital Research, the Company has relied on information supplied by Capital Research on a Schedule 13G/A filed with the SEC on April 8, 2016. The address of Capital Research is 333 South Hope Street, Los Angeles, CA, 90071. |

| (6) | Consists of shares beneficially owned by Ameriprise Financial, Inc. (“AFI”), the parent holding company of CMIA (as defined below). AFI has sole voting power with respect to 0 shares, shared voting power with respect to 9,203,777 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 9,768,802 shares. The shares reported by AFI include those shares separately reported by CMIA, as described in Note 7. With respect to the information relating to AFI, the Company has relied on information supplied by AFI and CMIA on a Schedule 13G filed with the SEC on February 12, 2016. The address of AFI is 145 Ameriprise Financial Center, Minneapolis, MN, 55474. |

| (7) | Consists of shares beneficially owned by Columbia Management Investment Advisers, LLC (“CMIA”). CMIA has sole voting power with respect to 0 shares, shared voting power with respect to 9,199,358 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 9,764,382 shares. With respect to the information relating to CMIA, the Company has relied on information supplied by AFI and CMIA on a Schedule 13G filed with the SEC on February 12, 2016. The address of CMIA is 225 Franklin Street, Boston, MA, 02110. |

| | | | |

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

| | | | |

| Equity compensation plans approved by security holders | 4,516,864(1) | 43.39 | 19,802,625(2) |

| TOTAL | 4,791,418 | 41.36 | 20,038,222 |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| | | | | | |

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

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

| David J. Aldrich | | 552,754 | (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.

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

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

| | | (a) | | | (b) | | | | (c) | |

| 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

Certain Relationships and Related Transactions: Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since October [removed: 3, 2014,] [added: 2, 2015,] 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.

KPMG LLP provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2015] [added: 2016] 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: 2015.][added: 2016.]

| Fee Category | | [removed: |] Fiscal Year [removed: 2015] [added: 2016] ($) | | [removed: |] % of Total (%) | | Fiscal Year [removed: 2014] [added: 2015] ($) | | [removed: | | |] % of Total (%) | |

| Audit [removed: Fees (1) | | | 1,624,175 | |] [added: Fees(1)] | [removed: 96] | [added: 1,769,135] | | [removed: 1,561,650] [added: 94] | | [added: 1,624,175] | | [added: 96] | [removed: 95] |

| Audit-Related Fees | | [removed: |] — | | [removed: |] — | | [removed: |] — | | [removed: | | |] — | [added: |]

| Tax [removed: Fees (2) | |] [added: Fees(2)] | [removed: 66,800] | [added: 76,300] | | 4 | | [removed: | 89,250 | |] [added: 66,800] | | [added: 4] | [removed: 5] |

| All Other [removed: Fees (3) | | | 1,650] [added: Fees(3)] | | [added: 43,650] | [removed: —] | [added: 2] | | 1,650 | | [removed: | | |] — | [added: |]

| Total Fees | | [removed: | 1,692,625 |] [added: 1,889,085] | | 100 | | [removed: | 1,652,550 | | |] [added: 1,692,625] | | 100 | [added: |]

| (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: 2015] [added: 2016] and [removed: 2014.] [added: 2015.] Fiscal year [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] audit fees [removed: also] included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act. 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. |

| (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: $60,000] [added: $72,500] and [removed: $80,000] [added: $60,000] of the total tax fees for fiscal year [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively. |

| (3) | All other fees for fiscal [removed: years 2015] [added: year 2016 relate to fees incurred for conflict mineral reporting compliance] and [removed: 2014] [added: licenses to accounting and research software. All other fees for fiscal year 2015] relate to fees incurred for licenses to accounting and research software. |

The policy requires that all services [removed: to be] provided by KPMG LLP, including audit services and permitted audit-related and non-audit services, [removed: must] be [removed: pre-approved] [added: preapproved] by the Audit Committee.

The Audit Committee [removed: pre-approved] [added: preapproved] all audit and non-audit services provided by KPMG LLP during fiscal year [removed: 2015] [added: 2016] and fiscal year [removed: 2014.][added: 2015.]

| | | | | | | | | | |

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

| | | | | | | | | | |

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

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

____________

| | Report of Independent Registered Public Accounting Firm | Page [removed: 35] [added: 36] |

| | Consolidated Statements of Operations for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013] [added: 2014] | Page [removed: 36] [added: 37] |

| | Consolidated Statements of Comprehensive Income for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013] [added: 2014] | Page [removed: 37] [added: 38] |

| | Consolidated Balance Sheets at [added: September 30, 2016 and] October 2, 2015 [removed: and October 3, 2014] | Page [removed: 38] [added: 39] |

| | Consolidated Statements of Cash Flows for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013] [added: 2014] | Page [removed: 39] [added: 40] |

| | Consolidated Statements of Stockholders’ Equity for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013] [added: 2014] | Page [removed: 40] [added: 41] |

| | Notes to Consolidated Financial Statements | Pages [removed: 41] [added: 42] through 62 |

| | | | [removed: Chairman] [added: President] and Chief Executive Officer |

| 3.1 | Restated Certificate of Incorporation, As Amended | 10-Q | 001-05560 | [removed: 3.A] [added: 3.1] | [removed: 8/9/2011] [added: 8/3/2016] | |

| 10.12* | Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended | 10-Q | 001-05560 | 10.1 | [removed: 5/2/2014] [added: 5/4/2016] | |

| [removed: 10.15*] [added: 10.16*] | Skyworks Solutions, Inc. 2015 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.1 | 8/5/2015 | |

| [removed: 10.16*] [added: 10.17*] | Form of Nonstatutory Stock Option Agreement under the Company’s 2015 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.2 | 8/5/2015 | |

| [removed: 10.17*] [added: 10.18*] | Form of Performance Share Agreement under the Company’s 2015 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.3 | 8/5/2015 | |

| [removed: 10.18*] [added: 10.19*] | Form of Restricted Stock Unit Agreement under the Company’s 2015 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.4 | 8/5/2015 | |

| [removed: 10.19*] [added: 10.20*] | Advanced Analogic Technologies Incorporated 1998 Amended Stock Plan | 10-K | 001-05560 | 10.CC | 11/21/2012 | |

| [removed: 10.20*] [added: 10.21*] | Advanced Analogic Technologies Incorporated 2005 Equity Incentive Plan | 10-K | 001-05560 | 10.DD | 11/21/2012 | |

| [removed: 10.21*] [added: 10.22*] | Fiscal [removed: 2015] [added: 2016] Executive Incentive Plan | 10-Q | 001-05560 | 10.1 | [removed: 2/4/2015] [added: 2/3/2016] | |

| [removed: 10.22*] [added: 10.23*] | Skyworks Solutions, Inc. Cash Compensation Plan for Directors | 10-Q | 001-05560 | 10.1 | [removed: 7/30/2014] [added: 5/4/2016] | |

| [removed: 10.23*] [added: 10.24*] | [added: Second] Amended and Restated Change of Control / Severance Agreement, dated [removed: January 22, 2008,] [added: May 11, 2016,] between the Company and David Aldrich | 10-Q | 001-05560 | [removed: 10.W] [added: 10.1] | [removed: 5/7/2008] [added: 8/3/2016] | |

| [removed: 10.24*] [added: 10.26*] | [removed: Amendment dated November 23, 2010 to] Amended and Restated Change [removed: of] [added: in] Control / Severance Agreement, dated [removed: January 22, 2008,] [added: May 11, 2016,] between the Company and [removed: David Aldrich] [added: Liam Griffin] | 10-Q | 001-05560 | [removed: 10.KK] [added: 10.2] | [removed: 2/8/2011] [added: 8/3/2016] | |

| [removed: 10.26*] [added: 10.30*] | Change in Control / Severance Agreement, dated December 16, 2014, between the Company and [removed: Liam Griffin] [added: Peter Gammel] | [removed: 10-Q] [added: 10-K] | 001-05560 | [removed: 10.3] [added: 10.31] | [removed: 2/4/2015] [added: 11/24/2015] | |

| [removed: 10.30*] [added: 10.31*] | Change in Control / Severance Agreement, dated [removed: December 16, 2014,] [added: November 9, 2015,] between the Company and [removed: Victoria Vezina] [added: Laura Gasparini] | 10-Q | 001-05560 | [removed: 10.7] [added: 10.3] | [removed: 2/4/2015] [added: 8/3/2016] | |

| [removed: 10.31*] [added: 10.32*] | Change in Control / Severance Agreement, dated [removed: December 16, 2014,] [added: August 29, 2016,] between the Company and [removed: Peter Gammel] [added: Kris Sennesael] | 10-K | 001-05560 | [removed: 10.31] [added: 10.32] | [removed: 11/24/2015] [added: 11/22/2016] | |

| 21 | Subsidiaries of the Company | 10-K | 001-05560 | 21 | [removed: 11/24/2015] [added: 11/22/2016] | |

| 23.1 | Consent of KPMG LLP | 10-K | 001-05560 | 23.1 | [removed: 11/24/2015] [added: 11/22/2016] | |

| 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: 11/24/2015] [added: 11/22/2016] | |

| 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: 11/24/2015] [added: 11/22/2016] | |

| 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: 11/24/2015] [added: 11/22/2016] | |

| 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: 11/24/2015] [added: 11/22/2016] | |

| Date: | January 30, 2017 | By: | /s/ Liam K. Griffin |

| | | | Liam K. Griffin |

| 10.15* | Form of Restricted Stock Unit Agreement under the Company’s 2008 Director Long-Term Incentive Plan | 10-Q | 001-05560 | 10.2 | 5/4/2016 | |

| 10.33* | Transition Letter, dated August 26, 2016 between the Company and Donald Palette | 10-K | 001-05560 | 10.33 | 11/22/2016 | |

| Date: | February 1, 2016 | By: | /s/ David J. Aldrich |

| | | | David J. Aldrich |

| | | | | | | |

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

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

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

| 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 | |

| 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 | |