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

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

For the fiscal year ended September [removed: 30, 2016][added: 29, 2017]

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

¨ Yes [removed: þNo][added: þ No]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated [removed: filer”,] [added: filer,”] “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [removed: company”] [added: company,” and “emerging growth company,”] in Rule 12b-2 of the Exchange Act.

| Large Accelerated filer þ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | [added: Emerging growth company ¨ |]

| | | (Do not check if a smaller reporting company) | | [added: |]

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 [removed: NASDAQ] [added: Nasdaq] Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter [removed: (April 1, 2016)] [added: March 31, 2017)] was approximately [removed: $ 14,812,361,660.][added: $18,022,200,659.]

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January [removed: 16, 2017,] [added: 15, 2018,] was [removed: 184,800,343.][added: 182,467,498.]

This Amendment No. 1 amends Skyworks Solutions, Inc.’s (“Skyworks” or the “Company”) Annual Report on Form 10-K for the year ended September [removed: 30, 2016,] [added: 29, 2017,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 22, 2016] [added: 13, 2017] (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: 2017] [added: 2018] Annual Meeting of Stockholders is scheduled for May [removed: 10, 2017,] [added: 9, 2018,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.

10-K/A 1 fy1710-kajanuary262018.htm 10-K/A

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

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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: 16, 2017:][added: 15, 2018:]

| Robert J. Terry | | [added: Senior] Vice President, General Counsel and Secretary |

Aldrich, age [removed: 59,] [added: 60,] has served as Chairman of the Board and Executive Chairman since May 2016.

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

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

McLachlan, age [removed: 78,] [added: 79,] has been a director since 2000 and Lead Independent Director since May 2014.

Griffin, age [removed: 50,] [added: 51,] is President and Chief Executive Officer and a director of the Company.

Mr. Griffin also serves as a director of Vicor Corp. (a publicly traded [removed: designer, developer,] manufacturer and marketer of modular power [removed: components and complete power systems).][added: components).]

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 [removed: 15] [added: 16] years.

Beebe, age [removed: 57,] [added: 58,] 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 [removed: wireless telecommunications] [added: mobile communication] services in [removed: Latin America),] [added: Brazil),] and as a director for SBA Communications Corporation (a publicly traded operator of wireless communications [removed: towers] [added: infrastructure] in North, [removed: South,] [added: Central,] and [removed: Central] [added: South] America), Syniverse Technologies, Inc. (a privately held provider of [removed: support services for wireless carriers),] [added: enterprise messaging solutions),] and Logix Communications (a privately held provider of facilities-based communications services).

Furey, age [removed: 58,] [added: 59,] has been a director since 1998.

In addition, Mr. Furey has extensive knowledge regarding Skyworks’ business, which he has acquired through over [removed: 18] [added: 19] years of service on the Board of Directors.

Iyer, age [removed: 60,] [added: 61,] 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, [removed: Inc.,] [added: Inc. (a publicly traded provider of semiconductor technologies for high-voltage power conversion),] and IHS Markit Ltd. [removed: (each a] [added: (a] publicly traded [removed: company).][added: company that delivers information, analytics and expertise for industries and markets worldwide).]

He served as a director of Conexant from February 2002 until April 2011, as a director of Life Technologies Corp. from July 2001 until February 2014, when it was acquired by Thermo Fisher Scientific Inc., as a director of IHS Inc. from December 2003 until July 2016, when it [removed: 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: 67,] [added: 68,] has been a director since January 2014.

Ms. King currently serves as a director of Cirrus Logic, [removed: Inc.,] [added: Inc. (a publicly traded provider of integrated circuits for audio] and [added: voice signal processing applications),] IDACORP, Inc. [removed: (each a] [added: (a] publicly traded [added: holding] company), and [removed: as a director of] Idaho Power Company (a subsidiary of IDACORP).

McGlade, age [removed: 56,] [added: 57,] has been a director since February 2005.

We believe that Mr. McGlade is qualified to serve as a director because of his [removed: 32] [added: over 30] years of experience in the telecommunications business, which have allowed him to acquire significant operational, strategic, and financial business acumen.

Schriesheim, age [removed: 56,] [added: 57,] 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 currently serves as a director of Houlihan Lokey Inc. (a publicly traded financial services firm) and NII Holdings, Inc. (a publicly traded provider of [removed: wireless telecommunications] [added: mobile communication] services in [removed: Latin America),] [added: Brazil),] and previously served as a director of Lawson Software until its sale in July 2011.

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

Each of our directors will serve until the [removed: 2017] [added: 2018] Annual Meeting of [removed: stockholders] [added: Stockholders] and until their successors are elected and qualified or until their earlier resignation or removal.

[removed: Freyman,] [added: Bori,] age [removed: 56,] [added: 47,] joined the Company in [removed: May 2005] [added: July 2013] and has served as [removed: Executive] [added: Senior] Vice [removed: President, Worldwide Operations] [added: President of Sales and Marketing] since [removed: May 2014.][added: November 2017.]

Gammel, age [removed: 56,] [added: 57,] 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.

Gasparini, [removed: 66,] [added: age 67,] is Vice President, Human Resources of the Company, a position she has held since July 2015.

Kris Sennesael, age [removed: 48,] [added: 49,] joined the Company in August 2016 and is Senior Vice President and Chief Financial Officer.

Terry, age [removed: 50,] [added: 51,] joined the Company in 2003 and has served as [added: Senior] Vice President, General Counsel and Secretary since November [removed: 2016.][added: 2017.]

He previously served as Vice President, [added: General Counsel and Secretary from November 2016 to November 2017 and as Vice President,] Associate General Counsel and Assistant Secretary from June 2011 to November 2016.

[removed: Audit Committee:] We have established an Audit Committee consisting of the following individuals, each of whom qualifies as independent within the meaning of the applicable Listing Rules of the [removed: NASDAQ] [added: Nasdaq] Stock Market LLC (the [removed: “NASDAQ] [added: “Nasdaq] Rules”) and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (“Exchange Act”): Robert A.

[removed: Iyer] [added: Iyer,] and David J.

[removed: Audit Committee Financial Expert:] The Board of Directors has determined that each of Messrs.

Schriesheim (Chairman), [removed: Iyer] [added: Iyer,] and McLachlan meets the qualifications of an “audit committee financial expert” under SEC Rules and the qualifications of “financial sophistication” under the applicable [removed: NASDAQ] [added: Nasdaq] Rules, and qualifies as “independent” as defined under the applicable [removed: NASDAQ] [added: Nasdaq] Rules.

[removed: 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 September [removed: 30, 2016] [added: 29, 2017] (“fiscal year [removed: 2016”),] [added: 2017”),] 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, 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.][added: made.]

| Carlos S. Bori | | Senior Vice President, Sales and Marketing |

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.

They have each demonstrated business acumen, an

Carlos S.

He served as Vice President of Sales and Marketing from May 2016 to November 2017 and as Vice President of Marketing from July 2013 to May 2016.

Previously, he spent more than 18 years with Beacon Electronic Associates (a North American independent representative of semiconductor manufacturers), serving as its President from 2004 to 2013.

Audit Committee

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

| Bruce J. Freyman | | Executive Vice President, Worldwide Operations |

Bruce J.

He also served as Senior Vice President, Worldwide Operations from November 2010 to May 2014 and as Vice President, Operations from May 2005 to November 2010.

Previously, he served as President and Chief Operating Officer of Amkor Technology and also held various senior management positions, including Executive Vice President of Operations from 2001 to 2004.

Earlier, Mr. Freyman spent 10 years with Motorola managing their semiconductor packaging operations for portable communications products.

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: 2016] [added: 2017] 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: 2016,] [added: 2017,] our Named Executive Officers were:

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

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

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

| • | Peter L. Gammel, Chief Technology [removed: Officer; and] [added: Officer.] |

Aon/Radford reports directly to the Compensation Committee, through its [removed: chairperson,] [added: chairman,] and the Compensation Committee retains the right to terminate or replace the consultant at any time.

For fiscal year [removed: 2016,] [added: 2017,] the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon/Radford survey data of 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: 15] [added: 12] publicly traded semiconductor companies with which the Company competes for executive talent:

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

| *Applied Materials | [removed: *Marvell] [added: *Microchip] Technology [removed: Group] | *Qorvo |

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: 2016] [added: 2017] 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.

In determining the compensation of [removed: Mr. Aldrich for his service as] [added: our] Chief Executive Officer for fiscal year [removed: 2016,] [added: 2017,] 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 [added: 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 length of our Chief Executive Officer’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: 2016] [added: 2017] were competitive for chief executive officers leading companies of similar size and complexity in the semiconductor industry.

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

Response to Stockholder Vote on Executive Compensation at [removed: 2016] [added: 2017] Annual Meeting

At our [removed: 2016] [added: 2017] Annual Meeting of [removed: stockholders,] [added: Stockholders,] approximately [removed: 96%] [added: 95%] 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: 2016] [added: 2017] Annual Meeting.

We understood this to mean that stockholders generally approved of our compensation policies and determinations in [removed: 2016.][added: 2017.]

However, the Compensation Committee still undertook a review of our compensation policies and determinations following the [removed: 2016] [added: 2017] Annual Meeting with the assistance of Aon/Radford.

Based on these factors, base salaries of the Named Executive Officers for fiscal year [removed: 2016] [added: 2017] were generally targeted at the Comparator Group median, with consideration given to role, responsibility, performance and length of service.

[removed: After taking these factors into account, the] [added: The] base salary for [added: fiscal year 2017 for] each [added: remaining] Named Executive Officer [removed: for fiscal year 2016] increased on average [removed: 6.3%] [added: 6.4%] from the Named Executive Officer’s base salary in fiscal year [removed: 2015 (excluding Mr. Sennesael, whose employment with the Company commenced in August 2016)] [added: 2016] as a result of market-based salary adjustments recommended by Aon/Radford, with increases ranging from [removed: 3.0%] [added: 2.4%] to [removed: 10.0%.][added: 10.4%.]

For fiscal year [removed: 2016,] [added: 2017,] the Compensation Committee adopted the [removed: 2016] [added: Fiscal Year 2017] Executive Incentive Plan (the “Incentive Plan”).

The Incentive Plan established short-term incentive awards [removed: that could be earned annually by] [added: for fiscal year 2017 for] certain officers of the Company, including the Named Executive Officers, based on the Company’s achievement of certain corporate performance goals established [removed: on an annual basis.][added: for fiscal year 2017.]

[removed: The middle of the range, referred to as the “target” percentage, is equal to the amount of short-term compensation payable to the] executive if the level of achievement of each performance goal applicable to the executive met the expectations set by the Compensation Committee (referred to as the “target” level).

The following table shows the range of short-term compensation that each Named Executive Officer could earn in fiscal year [removed: 2016] [added: 2017] as a percentage of such executive officer’s annual base salary.

| Chief Executive Officer [removed: (1)] [added: and Executive Chairman] | 80 | % | 160 | % | 320 | % |

The Compensation Committee established performance goals for fiscal year [removed: 2016] [added: 2017] based on achieving [removed: revenue, non-GAAP gross margin,] [added: revenue] and non-GAAP [removed: free cash flow] [added: operating margin] targets.

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

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

The non-GAAP free cash flow [added: growth] 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 Compensation Committee determines with respect to each performance goal the “threshold,” [removed: “target”] [added: “target,”] and “maximum” levels of achievement, which correspond to the matching descriptions set forth above.

| • | If the level of achievement for that performance goal is equal to the “threshold,” [removed: “target”] [added: “target,”] or “maximum” level, then the executive earns the product obtained by multiplying (i) the “threshold,” [removed: “target”] [added: “target,”] or “maximum” percentage, as applicable, times (ii) the executive’s base salary during the fiscal year, times (iii) the weighting assigned to that performance goal. |

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

Long-term stock-based compensation awards are intended to align the interests of our executive officers with [added: those of] our stockholders, and to reward our executive officers for increases in stockholder value over long periods of time (i.e., greater than one year).

For fiscal year [removed: 2016,] [added: 2017,] the Compensation Committee made awards to each of the Named Executive Officers [removed: (with the exception of Mr. Sennesael)] on November 9, [removed: 2015,] [added: 2016,] at a regularly scheduled Compensation Committee meeting.

In making annual stock-based compensation awards to executive officers for fiscal year [removed: 2016,] [added: 2017,] 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 [added: employees, and proxy advisor (e.g., ISS) guidelines.]

[removed: Forty] [added: Twenty] percent [removed: (40%)] [added: (20%)] of that dollar equivalent value served as the basis for determining a number of stock options to award to the executive using an estimated Black-Scholes value, [added: twenty percent (20%) of the dollar equivalent value served as the basis for determining a number of restricted stock units to award to the executive using the fair market value of the Company’s common stock on the date of such award,] and the remaining sixty percent (60%) of the dollar equivalent value served as the basis for determining a number of performance share awards (“PSAs”) for the executive using the fair market value of the Company’s common stock on the date of such award and an assumption that the Company would achieve the “target” level of performance required to earn the PSA.

Consistent with the Compensation Committee’s goal of ensuring that executive compensation is perceived as fair to all stakeholders, the Company offers medical, dental, vision, [removed: life] [added: life,] and disability insurance plans to executive officers under the same terms as such benefits are offered to other employees.

[removed: The Company does not provide executive officers with any enhanced retirement benefits (i.e., executive officers are subject to the same limits on contributions as other employees, as the Company does not offer any] supplemental executive retirement plan or other similar non-qualified deferred compensation plan), and they are eligible for 401(k) company-match contributions under the same terms as other employees.

In fiscal year [removed: 2016,] [added: 2017,] 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: $16,000] [added: $18,000] per executive paid by the Company.

In fiscal year 2017, Aon/Radford received $134,778 for survey data and compensation consulting services to the Compensation Committee.

Company management has separately engaged Aon Risk Solutions, an affiliate of Aon/Radford, for risk management and insurance brokerage services.

The Company paid $430,000 to Aon Risk Solutions in fiscal year 2017 for those services.

The Company’s management did not seek the Compensation Committee’s approval for the engagement of Aon Risk Solutions.

| *Analog Devices | *Maxim Integrated Products | *ON Semiconductor |

| *Broadcom Limited | *Micron Technology | *Texas Instruments |

After taking these factors into account, the Compensation Committee elected not to increase the base salaries for Messrs.

Aldrich, Griffin, and Sennesael for fiscal year 2017, noting that the base salaries of Messrs.

Aldrich and Griffin had been established in May 2016 at the time of their appointments to their current positions and that the base salary of Mr. Sennesael had been established in August 2016 upon the commencement of his employment with the Company.

The middle of the range, referred to as the “target” percentage, is equal to the amount of short-term compensation payable to the

The nominal non-GAAP operating income performance goal is based on the Company’s actual non-GAAP operating income, which it calculates in the manner described above with respect to non-GAAP operating margin.

The Company’s actual revenue and non-GAAP operating margin achieved in fiscal year 2017 resulted in a short-term compensation award for each Named Executive Officer equal to 93.6% of the Named Executive Officer’s target payment level.

The Company does not provide executive officers with any enhanced retirement benefits (i.e., executive officers are subject to the same limits on contributions as other employees, as the Company does not offer any

In fiscal year 2017, Mr. Aldrich is the only Named Executive Officer who received financial planning services through Ayco, and he elected to pay personally for such services.

As of January 15,

| Liam K. Griffin | | 2017 | 850,000 | 5,336,603 | 1,230,158 | 1,273,055 | | 12,042 | 8,701,858 |

| Kris Sennesael | | 2017 | 425,000 | 1,289,639 | 297,268 | 358,047 | | 235,494 | 2,605,448 |

| David J. Aldrich | | 2017 | 800,000 | 4,802,995 | 1,107,130 | 1,198,170 | | 16,493 | 7,924,788 |

| Carlos S. Bori | | 2017 | 356,493 | 1,245,174 | 287,025 | 235,890 | | 31,244 | 2,155,826 |

| Senior Vice President, | | 2016 | 322,401 | 184,004 | 141,721 | — | | 27,492 | 675,618 |

| Sales and Marketing | | 2015 | 313,813 | 334,103 | 133,272 | 203,971 | | 17,450 | 1,002,609 |

| Peter L. Gammel | | 2017 | 389,065 | 978,287 | 225,523 | 255,547 | | 73,367 | 1,921,789 |

| Liam K. Griffin | | | 680,000 | 1,360,000 | 2,720,000 | | | | | | | |

| | | 11/9/2016 | | | | 23,178 | 46,355 | 92,710 | | | | 4,136,679(6) |

| | | 11/9/2016 | | | | | | | 15,451 | | | 1,199,925(7) |

| | | 11/9/2016 | | | | | | | | 52,845 | 77.66 | 1,230,158(8) |

| | | 11/9/2016 | | | | 5,601 | 11,202 | 22,404 | | | | 999,656(6) |

| | | 11/9/2016 | | | | | | | 3,734 | | | 289,982(7) |

| | | 11/9/2016 | | | | | | | | 12,770 | 77.66 | 297,268(8) |

| David J. Aldrich | | | 640,000 | 1,280,000 | 2,560,000 | | | | | | | |

| | | 11/9/2016 | | | | 20,860 | 41,720 | 83,440 | | | | 3,723,056(6) |

| | | 11/9/2016 | | | | | | | 13,906 | | | 1,079,940(7) |

| | | 11/9/2016 | | | | | | | | 47,560 | 77.66 | 1,107,130(8) |

| Carlos S. Bori | | | 126,000 | 252,000 | 504,000 | | | | | | | |

| | | 11/9/2016 | | | | 5,408 | 10,816 | 21,632 | | | | 965,210(6) |

| | | 11/9/2016 | | | | | | | 3,605 | | | 279,964(7) |

| | | 11/9/2016 | | | | | | | | 12,330 | 77.66 | 287,025(8) |

| | | 11/9/2016 | | | | 4,249 | 8,498 | 16,996 | | | | 758,354(6) |

| | | 11/9/2016 | | | | | | | 2,832 | | | 219,933(7) |

| | | 11/9/2016 | | | | | | | | 9,688 | 77.66 | 225,523(8) |

| | |

| --- | --- |

| • | Donald W. Palette, Former Executive Vice President and Chief Financial 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; |

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

| *Altera | *Freescale Semiconductor | *Micron Technology |

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

| *Broadcom | *Microchip Technology | *Xilinx |

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 Mr. Aldrich’s service to the Company.

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 | % |

| (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. |

For fiscal year 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 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 share-based compensation expense, acquisition-related expenses, amortization of intangibles, restructuring-related charges, litigation settlement gains, losses and expenses, and certain deferred executive compensation.

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.”

In fiscal year 2016, Messrs.

Aldrich, Palette, and Tremallo received financial planning services through Ayco.

Mr. Aldrich, however, elected to pay personally for such services.

A description of the

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

| | | | | | | | | | |

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

| Former Chief Executive Officer | | 2014 | 747,769 | 2,474,753 | 1,455,384 | 2,220,000 | | 14,717 | 6,912,623 |

| Chief Executive Officer | | 2014 | 485,923 | 2,657,829 | 675,714 | 807,243 | | 11,225 | 4,637,934 |

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

| Former Executive Vice President | | 2015 | 418,750 | 1,336,410 | 710,784 | 672,000 | | 29,278 | 3,167,222 |

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January [removed: 16, 2017,] [added: 15, 2018,] 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: 16, 2017;] [added: 15, 2018;] (ii) the Named Executive Officers (as defined above in Item 11 “Executive Compensation”); (iii) each director and nominee for director; and (iv) all current executive officers and directors of the Company, as a group.

As of January [removed: 16, 2017,] [added: 15, 2018,] there were [removed: 184,800,343] [added: 182,467,498] 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: 16, 2017,] [added: 15, 2018,] are deemed outstanding.

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

| Capital Research Global Investors | | [removed: 19,580,784 | | (3)] [added: 23,024,590(3)] | [removed: 10.60] [added: 12.62] | % |

| The Vanguard Group, Inc. | | [removed: 16,443,350 | | (4)] [added: 18,427,002(4)] | [removed: 8.90] [added: 10.10] | % |

| BlackRock, Inc. | | [removed: 12,036,014 | | (5)] [added: 12,036,014(5)] | [removed: 6.51] [added: 6.60] | % |

| Kevin L. Beebe | | [removed: 53,046 | |] [added: 53,171] | (*) | |

| Timothy R. Furey | | [removed: 19,947 | |] [added: 22,722] | (*) | |

| Peter L. Gammel | | [removed: 58,861 | | (8)] [added: 65,960(6)] | (*) | |

| Liam K. Griffin | | [removed: 128,470 | | (8)] [added: 69,835(6)] | (*) | |

| Balakrishnan S. Iyer | | [removed: 13,555 | |] [added: 16,330] | (*) | |

| Christine King | | [removed: 17,366 | |] [added: 15,337] | (*) | |

| David P. McGlade | | [removed: 62,921 | |] [added: 65,696] | (*) | |

| David J. McLachlan | | [removed: 64,221 | |] [added: 65,096] | (*) | |

| Robert A. Schriesheim | | [removed: 64,463 | |] [added: 68,015] | (*) | |

| Kris Sennesael | | [removed: — | |] [added: 20,936(6)] | (*) | |

| All current directors and executive officers as a group (14 persons) | | [removed: 957,638 | | (8)] [added: 922,844(6)] | (*) | |

| (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: 16, 2017] [added: 15, 2018] (the “Current Options”), as follows: Mr. [removed: Aldrich—225,999] [added: Aldrich—237,889] shares under Current Options; Mr. [removed: Freyman—5,000] [added: Bori—2,596] shares under Current Options; Mr. [removed: Gammel—34,300] [added: Gammel—52,472] shares under Current Options; Mr. [removed: Griffin—63,000] [added: Griffin—10,750] shares under Current Options; Ms. [removed: King—7,205] [added: King—2,401] shares [added: under Current Options; Mr. Sennesael—13,193 shares under Current Options; current directors and executive officers as a group (14 persons)—316,900 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 [removed: 16, 2017,] [added: 15, 2018,] as follows: Mr. [removed: Aldrich—13,906] [added: Aldrich—32,726] shares under Unvested RSUs and [removed: 75,837] [added: 71,805] shares under Unvested PSAs; Mr. [removed: Beebe—2,775] [added: Beebe—1,992] shares under Unvested RSUs; Mr. [removed: Freyman—28,090] [added: Bori—11,337] shares under Unvested RSUs and [removed: 13,767] [added: 16,680] shares under Unvested PSAs; Mr. [removed: Furey—2,775] [added: Furey—1,992] shares under Unvested RSUs; Mr. [removed: Gammel—2,832] [added: Gammel—6,441] shares under Unvested RSUs and [removed: 13,043] [added: 14,776] shares under Unvested PSAs; Mr. [removed: Griffin—58,951] [added: Griffin—64,613] shares under Unvested RSUs and [removed: 30,242] [added: 73,961] shares under Unvested PSAs; Mr. [removed: Iyer—2,775] [added: Iyer—1,992] shares under Unvested RSUs; Ms. [removed: King—2,775] [added: King—1,992] shares under Unvested RSUs; Mr. [removed: McGlade—2,775] [added: McGlade—1,992] shares under Unvested RSUs; Mr. [removed: McLachlan—2,775] [added: McLachlan—1,992] shares under Unvested RSUs; Mr. [removed: Palette—30,000 shares under Unvested RSUs and 22,428 shares under Unvested PSAs; Mr. Schriesheim—2,775] [added: Schriesheim—1,992] shares under Unvested RSUs; Mr. [removed: Sennesael—28,734] [added: Sennesael—30,184] shares under Unvested [removed: RSUs; Mr. Tremallo—12,490] [added: RSUs and 16,803] shares under Unvested PSAs; current directors and executive officers as a group (14 [removed: persons)—160,276] [added: persons)—173,309] shares under Unvested RSUs and [removed: 143,856] [added: 218,123] 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 [removed: 19,580,784] [added: 23,024,590] 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 [removed: April 8, 2016.] [added: February 13, 2017.] The address of Capital Research is 333 South Hope Street, Los Angeles, CA, 90071. |

| (4) | Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to [removed: 353,326] [added: 280,839] shares, shared voting power with respect to [removed: 18,700] [added: 44,807] shares, sole dispositive power with respect to [removed: 16,064,424] [added: 18,102,579] shares and shared dispositive power with respect to [removed: 378,926] [added: 97,507] shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of [removed: 299,426] [added: 226,030] 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: 133,400] [added: 152,316] 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 [removed: February 11, 2016.] [added: August 10, 2017.] The address of Vanguard is 100 Vanguard Blvd., Malvern, PA, 19355. |

| [removed: (8)] [added: (6)] | Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January [removed: 16, 2017.] [added: 15, 2018.] |

As of September [removed: 30, 2016,] [added: 29, 2017,] 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 September [removed: 30, 2016.][added: 29, 2017.]

| Equity compensation plans not approved by security holders | [removed: 274,554] [added: 122,565] | [removed: 7.97] [added: 7.46] | [removed: 235,597(3)] [added: 193,186(3)] |

| (1) | Excludes [removed: 530,872] [added: 1,121,638] unvested shares under restricted stock and RSU awards and [removed: 2,684,950] [added: 1,494,850] unvested shares under PSAs, which figure assumes achievement of performance goals under the [removed: FY16] [added: FY17] PSAs at target levels. |

| (2) | Includes [removed: 735,105] [added: 549,145] shares available for future issuance under the 2002 Employee Stock Purchase Plan, [removed: 18,368,206] [added: 14,465,627] shares available for future issuance under the 2015 Long-Term Incentive Plan, and [removed: 699,314] [added: 678,398] shares available for future issuance under the 2008 Director Long-Term Incentive Plan. No further grants will be made under the [removed: Directors’ 2001 Stock Option Plan, the] AATI 2005 Equity Incentive [removed: Plan,] [added: Plan] or the 2005 Long-Term Incentive Plan. |

| | | | | |

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

| | | | | |

| David J. Aldrich | | 419,640(6) | (*) | |

| Carlos S. Bori | | 12,847(6) | (*) | |

| Equity compensation plans approved by security holders | 2,841,594(1) | 52.21 | 15,693,170(2) |

| TOTAL | 2,964,159 | 50.36 | 15,886,356 |

| | | | | | | |

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

| 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) | (*) | |

| Bruce J. Freyman | | 23,970 | | (8) | (*) | |

| Donald W. Palette | | 11,719 | | (8) | (*) | |

| Mark V.B. Tremallo | | 16,126 | | (8) | (*) | |

| | |

| --- | --- |

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.

| (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. |

| • | the Directors’ 2001 Stock Option Plan |

| 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 |

Certain Relationships and Related Transactions: Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since [removed: October 2, 2015,] [added: September 30, 2016,] 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.

[removed: McGlade] [added: McGlade,] and Robert A.

KPMG LLP provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2016] [added: 2017] 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: 2016.][added: 2017.]

| Fee Category | | Fiscal Year [removed: 2016] [added: 2017] ($) | | % of Total (%) | | Fiscal Year [removed: 2015] [added: 2016] ($) | | % of Total (%) | |

| Audit Fees(1) | | [removed: 1,769,135] [added: 1,741,700] | | [removed: 94] [added: 93.7] | | [removed: 1,624,175] [added: 1,769,135] | | [removed: 96] [added: 93.7] | |

| Tax Fees(2) | | [removed: 76,300] [added: 67,000] | | [removed: 4] [added: 3.6] | | [removed: 66,800] [added: 76,300] | | [removed: 4] [added: 4.0] | |

| All Other Fees(3) | | [removed: 43,650] [added: 49,560] | | [removed: 2] [added: 2.7] | | [removed: 1,650] [added: 43,650] | | [removed: —] [added: 2.3] | |

| Total Fees | | [removed: 1,889,085] [added: 1,858,260] | | 100 | | [removed: 1,692,625] [added: 1,889,085] | | 100 | |

| (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: 2016] [added: 2017] and [removed: 2015.] [added: 2016.] Fiscal year [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act. [removed: 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: $72,500] [added: $57,000] and [removed: $60,000] [added: $72,500] of the total tax fees for fiscal [removed: year 2016] [added: years 2017] and [removed: 2015,] [added: 2016,] respectively. |

| (3) | All other fees for fiscal [removed: year] [added: years 2017 and] 2016 relate to fees incurred for conflict mineral reporting compliance and licenses to accounting and research software. [removed: All other fees for fiscal year 2015 relate to fees incurred for licenses to accounting and research software.] |

The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year [removed: 2016] [added: 2017] and fiscal year [removed: 2015.][added: 2016.]

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

| | Consolidated Statements of Operations for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014] [added: 29, 2017] | Page [removed: 37] [added: 36] |

| | Consolidated Statements of Comprehensive Income for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014] [added: 29, 2017] | Page 38 |

| | Consolidated Balance Sheets at September [added: 29, 2017 and September] 30, 2016 [removed: and October 2, 2015] | Page [removed: 39] [added: 38] |

| | Consolidated Statements of Cash Flows for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014] [added: 29, 2017] | Page [removed: 40] [added: 39] |

| | Consolidated Statements of Stockholders’ Equity for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014] [added: 29, 2017] | Page [removed: 41] [added: 40] |

| | Notes to Consolidated Financial Statements | Pages [removed: 42] [added: 41] through [removed: 62] [added: 61] |

| 3. | The Exhibits listed in the Exhibit Index immediately [removed: preceding the Exhibits] [added: following Item 16] are filed as a part of this Annual Report on Form 10-K. | |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| | | | |

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

| | | SKYWORKS SOLUTIONS, INC. | |

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

| | | | Liam K. Griffin |

| | | | President and Chief Executive Officer |

EXHIBIT INDEX

| | | | | | | |

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

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

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

| 2.1 | Agreement and Plan of Merger dated as of May 17, 2011 by and among the Company, Silver Bullet Acquisition Corp, SiGe Semiconductor, Inc. and Shareholder Representative Services LLC, solely in its capacity as the representative and agent of the Company Stockholders | 10-Q/A | 001-05560 | 10.E | 11/17/2011 | |

| 2.2 | Agreement and Plan of Merger dated as of May 26, 2011, by and among the Company, PowerCo Acquisition Corp. and Advanced Analogic Technologies Incorporated | 8-K | 001-05560 | 2.2 | 12/5/2011 | |

| 2.3 | Amendment No. 1 dated as of November 30, 2011, to Agreement and Plan of Merger, dated as of May 26, 2011, by and among the Company, PowerCo Acquisition Corp. and Advanced Analogic Technologies Incorporated | 8-K | 001-05560 | 2.1 | 12/5/2011 | |

| 2.4 | Memorandum of Understanding dated as of April 28, 2014, by and between the Company and Panasonic Corporation, acting through Automotive & Industrial Systems Company | 10-Q | 001-05560 | 10.1 | 7/30/2014 | |

| 2.5 | Stock Purchase Agreement dated as of July 2, 2014, by and among the Company, Skyworks Luxembourg S.A.R.L., Panasonic Corporation, acting through Automotive & Industrial Systems Company, Panasonic Asia Pacific Pte., Ltd., Skyworks Panasonic Filter Solutions Japan Co., Ltd. and Skyworks Panasonic Filter Solutions Singapore Pte. Ltd. | 10-K | 001-05560 | 2.5 | 11/25/2014 | |

| 3.1 | Restated Certificate of Incorporation, As Amended | 10-Q | 001-05560 | 3.1 | 8/3/2016 | |

| 3.2 | Second Amended and Restated By-laws, As Amended | 10-Q | 001-05560 | 3.1 | 5/2/2014 | |

| 4.1 | Specimen Certificate of Common Stock | S-3 | 333-92394 | 4 | 7/15/2002 | |

| 10.1* | Alpha Industries, Inc. Long-Term Compensation Plan dated September 24, 1990; amended March 28, 1991; and as further amended October 27, 1994 | 10-K | 001-05560 | 10.B | 12/14/2005 | |

| 10.2* | Alpha Industries Executive Compensation Plan dated January 1, 1995, and Trust for the Alpha Industries Executive Compensation Plan dated January 3, 1995 | 10-K | 001-05560 | 10.D | 12/14/2005 | |

| 10.3* | Skyworks Solutions, Inc. 1999 Employee Long-Term Incentive Plan | 10-K | 001-05560 | 10.L | 12/23/2002 | |

| 10.4* | Skyworks Solutions, Inc. Directors’ 2001 Stock Option Plan | 8-K | 001-05560 | 10.2 | 5/4/2005 | |

| 10.5* | Form of Notice of Stock Option Grant under the Company’s Directors’ 2001 Stock Option Plan | 8-K | 001-05560 | 10.3 | 5/4/2005 | |

| 10.6* | Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan | 10-Q | 001-05560 | 10.D | 1/31/2013 | |

| 10.7* | Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan | 10-Q | 001-05560 | 10.E | 1/31/2013 | |

| 10.8* | Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan | 8-K | 001-05560 | 10.1 | 5/13/2013 | |

| 10.9* | Form of Nonstatutory Stock Option Agreement under the Company’s 2005 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.B | 1/31/2013 | |

| 10.10* | Form of Performance Share Agreement under the Company’s 2005 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.C | 1/31/2013 | |

| 10.11* | Form of Restricted Stock Unit Agreement under the Company’s 2005 Long-Term Incentive Plan | 8-K | 001-05560 | 10.1 | 5/9/2014 | |

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

| 10.13* | Form of Restricted Stock Agreement under the Company’s 2008 Director Long-Term Incentive Plan | 10-Q | 001-05560 | 10.NN | 5/7/2008 | |

| 10.14* | Form of Nonstatutory Stock Option Agreement under the Company’s 2008 Director Long-Term Incentive Plan | 10-Q | 001-05560 | 10.OO | 5/7/2008 | |

| 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 | |

| 10.16* | Skyworks Solutions, Inc. 2015 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.1 | 8/5/2015 | |

| 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 | |

| 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 | |

| 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 | |

None

EXHIBIT INDEX

| | | | | | | |

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

| | | | | | | |

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

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

| 2.1 | [Memorandum of Understanding dated as of April 28, 2014, by and between the Company and Panasonic Corporation, acting through Automotive & Industrial Systems Company](http://www.sec.gov/Archives/edgar/data/4127/000000412714000034/a21panasonicmou.htm) | 10-Q | 001-05560 | 2.1 | 7/30/2014 | |

| 2.2 | [Stock Purchase Agreement dated as of July 2, 2014, by and among the Company, Skyworks Luxembourg S.A.R.L., Panasonic Corporation, acting through Automotive & Industrial Systems Company, Panasonic Asia Pacific Pte., Ltd. Skyworks Panasonic Filter Solutions Japan Co., Ltd. and Skyworks Panasonic Filter Solutions Singapore Pte. Ltd.](http://www.sec.gov/Archives/edgar/data/4127/000000412714000046/ex25stockpurchaseagreement.htm) | 10-K | 001-05560 | 2.5 | 11/25/2014 | |

| 3.1 | [Restated Certificate of Incorporation, As Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit31skyworksresta.htm) | 10-Q | 001-05560 | 3.1 | 8/3/2016 | |

| 3.2 | [Third Amended and Restated By-laws](http://www.sec.gov/Archives/edgar/data/4127/000000412717000010/skyworks-thirdamendedandre.htm) | 8-K | 001-05560 | 3.1 | 2/3/2017 | |

| 4.1 | [Specimen Certificate of Common Stock](http://www.sec.gov/Archives/edgar/data/4127/000095013502003322/b43499ssexv4.txt) | S-3 | 333-92394 | 4 | 7/15/2002 | |

| 10.1* | [Alpha Industries Executive Compensation Plan dated January 1, 1995, and Trust for the Alpha Industries Executive Compensation Plan dated January 3, 1995](http://www.sec.gov/Archives/edgar/data/4127/000089256905001238/a15329exv10wd.txt) | 10-K | 001-05560 | 10.D | 12/14/2005 | |

| 10.2* | [Skyworks Solutions, Inc. 1999 Employee Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000095013502005681/b45002ssexv10wl.txt) | 10-K | 001-05560 | 10.L | 12/23/2002 | |

| 10.3* | [Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/amendedqualifiedesppplanex.htm) | 10-Q | 001-05560 | 10.D | 1/31/2013 | |

| 10.4* | [Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/amendednon-qualifiedespppl.htm) | 10-Q | 001-05560 | 10.E | 1/31/2013 | |

| 10.5* | [Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000023/fy12proxyvoteexhibit101.htm) | 8-K | 001-05560 | 10.1 | 5/13/2013 | |

| 10.6* | [Form of Nonstatutory Stock Option Agreement under the Company’s 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/a2005long-termincentiveupd.htm) | 10-Q | 001-05560 | 10.B | 1/31/2013 | |

| 10.7* | [Form of Performance Share Agreement under the Company’s 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/a2005long-termincentivepla.htm) | 10-Q | 001-05560 | 10.C | 1/31/2013 | |

| 10.8* | [Form of Restricted Stock Unit Agreement under the Company’s 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412714000020/ex101rsuagreement.htm) | 8-K | 001-05560 | 10.1 | 5/9/2014 | |

| 10.9* | [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1012008dltip.htm) | 10-Q | 001-05560 | 10.1 | 5/4/2016 | |

| 10.10* | [Form of Restricted Stock Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10wnn.htm) | 10-Q | 001-05560 | 10.NN | 5/7/2008 | |

| 10.11* | [Form of Nonstatutory Stock Option Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm) | 10-Q | 001-05560 | 10.OO | 5/7/2008 | |

| 10.12* | [Form of Restricted Stock Unit Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1022008dltiprsuagreement.htm) | 10-Q | 001-05560 | 10.2 | 5/4/2016 | |

| 10.13* | [Skyworks Solutions, Inc. 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh101-2015ltip.htm) | 10-Q | 001-05560 | 10.1 | 8/5/2015 | |

| 10.14* | [Form of Nonstatutory Stock Option Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh102optionagreement.htm) | 10-Q | 001-05560 | 10.2 | 8/5/2015 | |

| 10.15* | [Form of Performance Share Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh103psaagreement.htm) | 10-Q | 001-05560 | 10.3 | 8/5/2015 | |

| | | | | | | |

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

| | | | | | | |

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

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

| 10.16* | [Form of Restricted Stock Unit Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh104rsuagreement.htm) | 10-Q | 001-05560 | 10.4 | 8/5/2015 | |

| 10.17* | [Advanced Analogic Technologies Incorporated 2005 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412712000042/ex10ddaati2005equityincent.htm) | 10-K | 001-05560 | 10.DD | 11/21/2012 | |

| 10.18* | [Fiscal 2017 Executive Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex101fy17eip.htm) | 10-Q | 001-05560 | 10.1 | 2/7/2017 | |

| 10.19* | [Skyworks Solutions, Inc. Cash Compensation Plan for Directors](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex103cashcompensationplanf.htm) | 10-Q | 001-05560 | 10.3 | 5/4/2016 | |

| 10.20* | [Second Amended and Restated Change of Control / Severance Agreement, dated May 11, 2016, between the Company and David Aldrich](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit101aldrichcicag.htm) | 10-Q | 001-05560 | 10.1 | 8/3/2016 | |

| 10.21* | [Amended and Restated Change in Control / Severance Agreement, dated May 11, 2016, between the Company and Liam Griffin](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit102griffincicag.htm) | 10-Q | 001-05560 | 10.2 | 8/3/2016 | |

| 10.22* | [Change in Control / Severance Agreement, dated December 16, 2014, between the Company and Peter Gammel](http://www.sec.gov/Archives/edgar/data/4127/000000412715000037/fy1510-k1022015ex1031gamme.htm) | 10-K | 001-05560 | 10.31 | 11/24/2015 | |

| 10.23* | [Change in Control / Severance Agreement, dated November 9, 2015, between the Company and Laura Gasparini](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit103gasparinicic.htm) | 10-Q | 001-05560 | 10.3 | 8/3/2016 | |