Skyworks Solutions (SWKS) 10-K/A risk factor changes: FY2018 vs FY2017

For the fiscal year ended September [removed: 29, 2017][added: 28, 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

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 March [removed: 31, 2017)] [added: 30, 2018)] was approximately [removed: $18,022,200,659.][added: $18.2 billion.]

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January 15, [removed: 2018,] [added: 2019,] was [removed: 182,467,498.][added: 174,059,816.]

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: 29, 2017,] [added: 28, 2018,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 13, 2017] [added: 15, 2018] (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: 2018] [added: 2019] Annual Meeting of Stockholders is scheduled for May [removed: 9, 2018,] [added: 8, 2019,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.

10-K/A 1 fy1810-kajanuary252019.htm 10-K/A - FY18

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

| | | (Do not check if a smaller reporting company) | | |

The following table sets forth for each director and executive officer of the Company his or her position with the Company as of January 15, [removed: 2018:][added: 2019:]

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

Aldrich, age [removed: 60, has served] [added: 61, serves] as Chairman of the [removed: Board and Executive Chairman] [added: Board, a position he has held] since May [removed: 2016.][added: 2014.]

[removed: Previously, he] [added: Mr. Aldrich also] served as [added: Executive] Chairman [removed: of the Board and] [added: from May 2016 to May 2018,] Chief Executive Officer from May 2014 to May [removed: 2016] [added: 2016,] and as President and Chief Executive Officer and as a director from April 2000 to May 2014.

McLachlan, age [removed: 79,] [added: 80,] has been a director since 2000 and Lead Independent Director since May 2014.

Beebe, age [removed: 58,] [added: 59,] has been a director since January 2004.

Furey, age [removed: 59,] [added: 60,] has been a director since 1998.

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

Griffin, age [removed: 51,] [added: 52,] is President and Chief Executive Officer and a director of the Company.

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: 16] [added: 17] years.

Iyer, age [removed: 61,] [added: 62,] 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. (a publicly traded provider of semiconductor technologies for high-voltage power conversion), [removed: and] IHS Markit Ltd. (a publicly traded company that delivers information, analytics and expertise for industries and markets [removed: worldwide).][added: worldwide), and Churchill Capital Corp. (a publicly traded special purpose acquisition company).]

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 [removed: Scientific Inc., as a director of IHS Inc. from December 2003 until July 2016, when it]

[added: Scientific Inc., as a director of IHS Inc. 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: 68,] [added: 69,] has been a director since January 2014.

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

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

McGlade, age [removed: 57,] [added: 58,] has been a director since February 2005.

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

Schriesheim, age [removed: 57,] [added: 58,] has been a director since May 2006.

He served as Executive Vice President and Chief Financial Officer of Sears Holdings [added: (a nationwide retailer)] from August 2011 to October 2016.

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 [added: Frontier Communications Corporation (a publicly traded provider of communications services),] Houlihan Lokey Inc. (a publicly traded financial services [removed: firm)] [added: firm),] and NII Holdings, Inc. (a publicly traded provider of mobile communication services in Brazil), and previously served as a director of Lawson [removed: Software] [added: Software,] until its sale in July [removed: 2011.][added: 2011, and Forest City Realty Trust, until its sale in December 2018.]

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

Each of our directors will serve until the [removed: 2018] [added: 2019] Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

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

Bori, age [removed: 47,] [added: 48,] joined the Company in July 2013 and has served as Senior Vice President of Sales and Marketing since November 2017.

Gammel, age [removed: 57,] [added: 58,] 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.

Kris Sennesael, age [removed: 49,] [added: 50,] joined the Company in August 2016 and is Senior Vice President and Chief Financial Officer.

Terry, age [removed: 51,] [added: 52,] joined the Company in 2003 and has served as Senior Vice President, General Counsel and Secretary since November 2017.

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

[added: 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: 29, 2017] [added: 28, 2018] (“fiscal year [removed: 2017”),] [added: 2018”),] we believe that all Section 16(a) filing requirements applicable to our directors, executive officers and beneficial owners of more than 10% of the Company’s common stock with respect to such fiscal year were timely made.

| Kimberly S. Stevenson | | Director |

Mr. McGlade served as Executive Chairman from April 2015 to March 2018, prior to which he served as Chairman and Chief Executive Officer.

He currently serves as chairman of Truax Partners LLC (a consulting firm).

Kimberly S.

Stevenson, age 56, has been a director since July 2018.

She served as Senior Vice President and General Manager, Data Center Products and Solutions, at Lenovo Group Ltd. (a publicly traded manufacturer of personal computers, data center

equipment, smartphones, and tablets) from May 2017 to October 2018.

Previously, she served as a Corporate Vice President at Intel Corporation (a publicly traded semiconductor designer and manufacturer) from September 2009 to February 2017, holding various positions including Chief Operating Officer for the Client and Internet of Things Businesses and Systems Architecture Group from September 2016 to February 2017, Chief Information Officer from February 2012 to August 2016, and General Manager, IT Operations and Services, from September 2009 to January 2012.

Prior to joining Intel, Ms. Stevenson held various operations and management positions at Electronic Data Systems Corporation from 2002 to 2009 and at IBM Corp. from 1985 to 2002.

Ms. Stevenson currently serves as a director of Boston Private Financial Holdings, Inc. (a publicly traded wealth management company).

She previously served as a director of Riverbed Technology, Inc. (a publicly traded hardware and software developer), prior to its being taken private in 2015.

We believe that Ms. Stevenson is qualified to serve as a director given her extensive experience in the semiconductor and technology industries.

With over three decades of senior management experience at companies in various high tech disciplines, Ms. Stevenson brings to the Board of Directors a broad understanding of issues facing the Company and its competitors and offers specific expertise on best practices within information systems and operational risk management.

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

ability to exercise sound judgment, and a commitment of service to Skyworks.

Laura A.

Gasparini, age 67, 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.

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

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial [removed: Officer] [added: Officer, our former Executive Chairman,] and our three next most highly paid executive officers during fiscal year [removed: 2017] [added: 2018] 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: 2017,] [added: 2018,] our Named Executive Officers were:

| • | David J. Aldrich, [added: Former] Executive [removed: Chairman;] [added: Chairman (retired as Executive Chairman on May 9, 2018).] |

| • | Carlos S. Bori, Senior Vice President, Sales and Marketing; [removed: and] |

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

The Compensation Committee, which is composed solely of independent directors within the meaning of applicable Nasdaq Rules, outside directors within the meaning of Section [removed: 162] [added: 162(m)] of the Internal Revenue Code [removed: (“IRC”),] [added: (“IRC”) (solely for purposes of administering any equity awards that may qualify as grandfathered performance-based compensation),] and non-employee directors within the meaning of Rule 16b-3 under the Exchange Act, is responsible for determining all components and amounts of compensation to be paid to our Named Executive Officers, as well as any other executive officers or employees who report directly to the Chief Executive Officer.

In fiscal year [removed: 2017,] [added: 2018,] Aon/Radford received [removed: $134,778] [added: $246,580] for survey data and compensation consulting services to the Compensation Committee.

The Company paid [removed: $430,000] [added: $420,977] to Aon Risk Solutions in fiscal year [removed: 2017] [added: 2018] for those services.

The Company’s management did not seek the Compensation Committee’s approval for [removed: the engagement] [added: such engagements with affiliates] of [removed: Aon Risk Solutions.][added: Aon/Radford.]

These recommendations include an assessment of each individual’s responsibilities, experience, performance and contribution to the Company’s performance, and also generally take into account internal factors such as [removed: historical compensation] [added: scope of role] and level in the organization, in addition to external factors such as the current environment for attracting and retaining executives.

For fiscal year [removed: 2017,] [added: 2018,] the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon/Radford survey data of [removed: 20] [added: 11] 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: 12] [added: 14] publicly traded semiconductor companies with which the Company competes for executive talent:

| *Analog Devices | *Maxim Integrated Products | [removed: *ON Semiconductor] [added: *Qorvo] |

| *Applied Materials | *Microchip Technology | [removed: *Qorvo] [added: *Texas Instruments] |

| *Broadcom Limited | *Micron Technology | [removed: *Texas Instruments] [added: *Xilinx] |

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: 2017] [added: 2018] 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 our Chief Executive Officer for fiscal year [removed: 2017,] [added: 2018,] 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 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: 2017] [added: 2018] were competitive for chief executive officers leading companies of similar size and complexity in the semiconductor industry.

Response to Stockholder Vote on Executive Compensation at [removed: 2017] [added: 2018] Annual Meeting

At our [removed: 2017] [added: 2018] Annual Meeting of Stockholders, approximately [removed: 95%] [added: 93%] 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: 2017] [added: 2018] Annual Meeting.

We understood this to mean that stockholders generally approved of our compensation policies and determinations in [removed: 2017.][added: 2018.]

However, the Compensation Committee still undertook a review of our compensation policies and determinations following the [removed: 2017] [added: 2018] Annual Meeting with the assistance of Aon/Radford.

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

Based on these factors, base salaries of the Named Executive Officers for fiscal year [removed: 2017] [added: 2018] were generally targeted at the Comparator Group median, with consideration given to role, responsibility, performance and length of service.

The base salary for fiscal year [removed: 2017] [added: 2018] for each remaining Named Executive Officer increased on average [removed: 6.4%] [added: 7.85%] from the Named Executive Officer’s base salary in fiscal year [removed: 2016] [added: 2017] as a result of market-based salary adjustments recommended by Aon/Radford, with increases ranging from [removed: 2.4%] [added: 3.1%] to [removed: 10.4%.][added: 11.9%, which included increases related to the promotions of Messrs.]

For fiscal year [removed: 2017,] [added: 2018,] the Compensation Committee adopted the Fiscal Year [removed: 2017] [added: 2018] Executive Incentive Plan (the “Incentive Plan”).

The Incentive Plan established short-term incentive awards for fiscal year [removed: 2017] [added: 2018] for certain officers of the Company, including the Named Executive Officers, based on the Company’s achievement of certain corporate performance goals established for fiscal year [removed: 2017.][added: 2018.]

Pursuant to the Incentive Plan, the Compensation Committee sets a range of short-term [added: incentive] compensation that can be earned by each executive officer based on the Comparator Group data, which is expressed as a percentage of the executive officer’s base salary and which corresponds to the level of achievement of the performance goals.

At the threshold payout level, the short-term [added: incentive] compensation was designed to result in a payout less than the median short-term [added: incentive] compensation of the Comparator Group.

The middle of the range, referred to as the “target” percentage, is equal to the amount of short-term [added: incentive] compensation payable to the [added: 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).]

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

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

Absent an exercise of discretion by the Compensation Committee, the total short-term [added: incentive] compensation paid to each executive would not exceed the “maximum” percentage and, in the event that the level of achievement of all performance goals was below the “threshold” level, no short-term [added: incentive] compensation payment would be made to the executive.

The following table shows the range of short-term [added: incentive] compensation that each Named Executive Officer could earn in fiscal year [removed: 2017] [added: 2018] as a percentage of such executive officer’s annual base salary.

| | Threshold | [removed: |] Target | [removed: |] Maximum | [removed: |]

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

| Chief Financial Officer | [removed: 45 | % | 90 | %] [added: 45%] | [removed: 180] [added: 90%] | [removed: %] [added: 180%] |

| Other Executive Officers | [removed: 35 | % | 70 | %] [added: 35%] | [removed: 140] [added: 70%] | [removed: %] [added: 140%] |

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

[removed: The] [added: In November 2017, the] Compensation Committee established performance goals for fiscal year [removed: 2017] [added: 2018] based on achieving [added: certain] revenue and non-GAAP [removed: operating margin targets.][added: earnings per share (“EPS”) performance metrics.]

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

| • | Robert J. Terry, Senior Vice President, General Counsel and Secretary; and |

Additionally, Company management has engaged certain affiliates of Aon/Radford in various jurisdictions for consulting and brokerage services unrelated to executive compensation and benefits, for which the Company paid a total of $77,837 in fiscal year 2018.

| *Advanced Micro Devices | *Lam Research | *ON Semiconductor |

| *KLA-Tencor | *NVIDIA | |

The Compensation Committee did not increase, nor evaluate, the base salary for Mr. Aldrich for fiscal year 2018, because his base salary had been established in May 2016 at the time of his appointment as Executive Chairman.

Bori and Terry to Senior Vice President.

In January 2018, the Compensation Committee amended the performance goals under the Incentive Plan to provide that the portion of the incentive awards under the Incentive Plan that previously was attainable based on the Company’s achievement against a non-GAAP EPS performance metric would instead be attainable based on the Company’s achievement against a non-GAAP operating income performance metric.

The non-GAAP operating income performance metric had been established by the Compensation Committee in November 2017, concurrently with the non-GAAP EPS performance metric.

The Compensation Committee approved the change in metrics in light of the favorable impact on the Company’s non-GAAP EPS for fiscal year 2018 that was expected as a result of tax legislation signed into law on December 22, 2017 (the “Tax Act”), as well as the potential favorable impact on non-GAAP EPS of the Company’s new stock repurchase program adopted in January 2018.

At the time of the change in performance metrics in January 2018, the Compensation Committee believed this change maintained the original rigor of the performance incentive objectives of the Incentive Plan and negated a potential windfall attributable to the Tax Act changes or to repurchase activity.

Mr. Aldrich’s short-term incentive compensation award was prorated for the portion of fiscal year 2018 during which he was employed.

year at a prescheduled Compensation Committee meeting.

A description of the PSAs, including the method by which they vest and the related performance metrics, is set forth below in the “Grants of Plan-Based Awards Table.” For fiscal year 2018, the Compensation Committee decided not to award stock options to executive officers after reviewing Comparator Group data that showed a general move within the industry over the past several years away from stock options grants.

On September 13, 2017, the Company entered into an International Assignment Agreement with Mr. Gammel, effective as of October 16, 2017 (the “International Assignment Agreement”), pursuant to which Mr. Gammel has relocated to Japan.

In connection with the International Assignment Agreement, Mr. Gammel is entitled to receive the following: (a) tax equalization payments, which are intended to leave Mr. Gammel in a net after-tax position substantially equivalent to what he would experience if he were subject only to U.S. federal and state income taxes during the period of the assignment, (b) payment of, or reimbursement for, certain costs related to his relocation to Japan, including moving expenses, a car allowance, housing costs in Japan, and travel costs to return periodically to the United States, and (c) repatriation relocation benefits at the completion of his assignment.

As of January 15, 2019, all of our Named Executive Officers were in compliance with the stock ownership guidelines.

Pursuant to the Tax Act, for fiscal years beginning after December 31, 2017, the compensation of our Chief Financial Officer will also be subject to the deduction limitation.

Pursuant to the Tax Act, subject to certain transition rules, for fiscal years beginning after December 31, 2017, the performance-based compensation exception to the deduction limitations under Section 162(m) will no longer be available.

As a result, with the exception of compensation grandfathered pursuant to the transition rules, for fiscal years beginning after December 31, 2017, all compensation in excess of $1 million paid to the specified executives will not be deductible.

limit when the Compensation Committee believed such payments were appropriate and in the best interests of the Company and our stockholders.

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

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

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

| Liam K. Griffin | | 2018 | 894,808 | 7,150,399 | — | | 1,284,664 | | 12,242 | 9,342,113 |

| Kris Sennesael | | 2018 | 456,366 | 2,491,910 | — | | 369,341 | | 13,075 | 3,330,692 |

| Carlos S. Bori(4) | | 2018 | 398,535 | 2,491,910 | — | | 251,669 | | 12,346 | 3,154,460 |

| Sales and Marketing | | | | | | | | | | |

| Peter L. Gammel | | 2018 | 400,754 | 1,245,896 | — | | 251,045 | | 389,623 | 2,287,318 |

| Robert J. Terry(4) | | 2018 | 409,054 | 1,557,371 | — | | 257,914 | | 12,466 | 2,236,805 |

| Senior Vice President, | | | | | | | | | | |

| General Counsel and Secretary | | | | | | | | | | |

| David J. Aldrich(5) | | 2018 | 565,275 | 6,636,938 | — | | 696,448 | | 2,914,948 | 10,813,609 |

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

| (2) | Reflects amounts paid to the Named Executive Officers pursuant to the executive incentive plan adopted by the Compensation Committee for each year indicated. |

| (3) | “All Other Compensation” includes the Company’s contributions to the executive’s 401(k) Plan account, the cost of group term life insurance premiums, cash payments upon employment termination, relocation expenses, and tax equalization payments. For fiscal year 2018, it specifically includes $239,414 in relocation expenses and $135,330 in tax equalization payments for Mr. Gammel in connection with the International Assignment Agreement as well as the cash payment for Mr. Aldrich described below in footnote 5. |

| (4) | Mr. Bori was not a named executive officer prior to fiscal year 2017 and Mr. Terry was not a named executive officer prior to fiscal year 2018. |

| (5) | Mr. Aldrich, who retired as an executive officer and employee of the Company effective May 9, 2018, thereafter began receiving compensation as a non-employee director. In accordance with Item 402(c) of Regulation S-K, this table includes compensation received by Mr. Aldrich during fiscal year 2018 as a non-employee director, in addition to the compensation he received during fiscal year 2018 as an employee of the Company. The “Salary” amount for fiscal year 2018 includes retainer fees of $79,121 which Mr. Aldrich received as a non-employee director following his retirement. The “Stock Awards” amount for fiscal year 2018 includes the grant date fair value of 2,110 RSUs, which Mr. Aldrich received as a non-employee director elected at the 2018 Annual Meeting of Stockholders, as described in footnote 6 of the “Grants of Plan-Based Awards Table” below. As described below under “Potential Payments Upon Termination or Change in Control,” a portion of the awards granted to Mr. Aldrich in November 2017 was forfeited in connection with his cessation of employment. The amount in the Stock Awards column for Mr. Aldrich includes the entire award granted to Mr. Aldrich in November 2017 and has not been reduced to reflect such forfeiture. The “All Other Compensation” amount for fiscal year 2018 includes $2,899,525 in cash payments for Mr. Aldrich in connection with the cessation of his employment. For further information regarding payments to Mr. Aldrich and the accelerated vesting of his equity awards in connection with the cessation of his employment, see below under “Potential Payments Upon Termination or Change in Control.” |

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

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

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

| *Linear Technology | *NVIDIA | *Xilinx |

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.

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).

| | | | | | | |

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

Stock options awarded to the Named Executive Officers at the meeting had an exercise price equal to the closing sale price on the meeting date of the Company’s common stock on the Nasdaq Global Select Market.

A description of the PSAs, including the method by which they vest and the related performance metrics, is set forth below in the “Grants of Plan-Based Awards Table.”

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.

The Compensation Committee believes that this provision facilitates his retention with the Company.

As of January 15,

2018, all of our Named Executive Officers were in compliance with the stock ownership guidelines (with the exception of Mr. Sennesael, who has until the third anniversary of the date he assumed his current position to comply with the guidelines).

| | | | | | | | | | |

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

| Chief Executive Officer | | 2015 | 513,558 | 1,752,182 | 932,904 | 927,000 | | 11,410 | 4,137,054 |

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

| Former Chief Executive Officer | | 2015 | 771,635 | 4,603,190 | 2,443,320 | 2,325,000 | | 14,910 | 10,158,055 |

| 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 |

| | | 2015 | 364,700 | 742,450 | 399,816 | 407,000 | | 16,218 | 1,930,184 |

| (2) | Reflects amounts paid to the Named Executive Officers pursuant to the executive incentive plan adopted by the Compensation Committee for each year indicated. For fiscal year 2015, the portion of the respective executive incentive plan attributable to Company performance above the “target” performance metric was paid in the form of unrestricted common stock of the Company as follows: Mr. Griffin ($463,500), Mr. Aldrich ($1,162,500), Mr. Bori ($101,985), and Mr. Gammel ($203,500). The number of shares awarded in lieu of cash was based on the fair market value of the Company’s common stock on November 9, 2015, which is the date that the payments under the fiscal year 2015 executive incentive plan were approved by the Compensation Committee. |

| (3) | “All Other Compensation” includes the Company’s contributions to the executive’s 401(k) Plan account, the cost of group term life insurance premiums, relocation expenses, and dividend accruals on unvested shares of restricted stock (which became payable when the underlying shares vested). For fiscal year 2017, it specifically includes $223,290 and $58,809 in relocation expenses for Messrs. Sennesael and Gammel, respectively, and $19,250 in dividend accruals for Mr. Bori. |

| | | 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) |

| Kris Sennesael | | | 191,250 | 382,500 | 765,000 | | | | | | | |

| | | 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) |

| | | 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) |

| Peter L. Gammel | | | 136,500 | 273,000 | 546,000 | | | | | | | |

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

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

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January 15, [removed: 2018,] [added: 2019,] by the following individuals or entities: (i) each person or entity who beneficially owns [removed: 5%] [added: five percent (5%)] or more of the outstanding shares of the Company’s common stock as of January 15, [removed: 2018;] [added: 2019;] (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 15, [removed: 2018,] [added: 2019,] there were [removed: 182,467,498] [added: 174,059,816] shares of the Company’s common stock issued and outstanding.

In computing the number of shares of Company common stock beneficially owned by a person and the percentage ownership of that person, shares of Company common stock that are subject to stock options or other rights held by that person that are currently exercisable or that will become exercisable within sixty (60) days of January 15, [removed: 2018,] [added: 2019,] are deemed outstanding.

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

| Capital Research Global Investors | | [removed: 23,024,590(3)] [added: 11,131,443(5)] | [removed: 12.62] | [removed: %] [added: 6.40%] |

| The Vanguard Group, Inc. | | [removed: 18,427,002(4)] [added: 18,647,000(3)] | [removed: 10.10] | [removed: %] [added: 10.71%] |

| Kevin L. Beebe | | [removed: 53,171] [added: 55,163] | [removed: (*)] | [added: (*)] |

| Carlos S. Bori | | [removed: 12,847(6)] [added: 27,051(6)] | [removed: (*)] | [added: (*)] |

| Timothy R. Furey | | [removed: 22,722] [added: 24,714] | [removed: (*)] | [added: (*)] |

| Peter L. Gammel | | [removed: 65,960(6)] [added: 43,459(6)] | [removed: (*)] | [added: (*)] |

| Liam K. Griffin | | [removed: 69,835(6)] [added: 155,746(6)] | [removed: (*)] | [added: (*)] |

| Balakrishnan S. Iyer | | [removed: 16,330] [added: 18,322] | [removed: (*)] | [added: (*)] |

| Christine King | | [removed: 15,337] [added: 14,928] | [removed: (*)] | [added: (*)] |

| David P. McGlade | | [removed: 65,696] [added: 67,688] | [removed: (*)] | [added: (*)] |

| David J. McLachlan | | [removed: 65,096] [added: 67,088] | [removed: (*)] | [added: (*)] |

| Robert A. Schriesheim | | [removed: 68,015] [added: 71,095] | [removed: (*)] | [added: (*)] |

| Kris Sennesael | | [removed: 20,936(6)] [added: 45,227] | [removed: (*)] | [added: (*)] |

| All current directors and executive officers as a group (14 persons) | | [removed: 922,844(6)] [added: 1,079,924(6)] | [removed: (*)] | [added: (*)] |

| (2) | Includes the number of shares of Company common stock subject to stock options held by that person that are currently exercisable or will become exercisable within sixty (60) days of January 15, [removed: 2018] [added: 2019] (the “Current Options”), as follows: Mr. [removed: Aldrich—237,889] [added: Aldrich—246,559] shares under Current Options; Mr. [removed: Bori—2,596] [added: Bori—8,477] shares under Current Options; Mr. [removed: Gammel—52,472] [added: Gammel—24,344] shares under Current Options; Mr. [removed: Griffin—10,750 shares under Current Options; Ms. King—2,401] [added: Griffin—63,461] shares under Current Options; Mr. [removed: Sennesael—13,193 shares under Current Options; current directors and executive officers as a group (14 persons)—316,900] [added: Sennesael—26,386] shares [removed: 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 15, [removed: 2018,] [added: 2019,] as follows: Mr. [removed: Aldrich—32,726 shares under Unvested RSUs and 71,805] [added: Aldrich—2,110] shares under Unvested [removed: PSAs;] [added: RSUs;] Mr. [removed: Beebe—1,992] [added: Beebe—2,110] shares under Unvested RSUs; Mr. [removed: Bori—11,337] [added: Bori—21,345] shares under Unvested RSUs and [removed: 16,680] [added: 17,291] shares under Unvested PSAs; Mr. [removed: Furey—1,992] [added: Furey—2,110] shares under Unvested RSUs; Mr. [removed: Gammel—6,441] [added: Gammel—9,493] shares under Unvested RSUs and [removed: 14,776] [added: 11,735] shares under Unvested PSAs; Mr. [removed: Griffin—64,613] [added: Griffin—87,708] shares under Unvested RSUs and [removed: 73,961] [added: 64,937] shares under Unvested PSAs; Mr. [removed: Iyer—1,992] [added: Iyer—2,110] shares under Unvested RSUs; Ms. [removed: King—1,992] [added: King—2,110] shares under Unvested RSUs; Mr. [removed: McGlade—1,992] [added: McGlade—2,110] shares under Unvested RSUs; Mr. [removed: McLachlan—1,992] [added: McLachlan—2,110] shares under Unvested RSUs; Mr. [removed: Schriesheim—1,992] [added: Schriesheim—2,110] shares under Unvested RSUs; Mr. [removed: Sennesael—30,184] [added: Sennesael—34,393] shares under Unvested RSUs and [removed: 16,803] [added: 17,677] shares under Unvested PSAs; [added: Ms. Stevenson—2,017 shares under Unvested RSUs; Mr. Terry—13,591 shares under Unvested RSUs and 11,951 shares under Unvested PSAs;] current directors and executive officers as a group (14 [removed: persons)—173,309] [added: persons)—185,427] shares under Unvested RSUs and [removed: 218,123] [added: 123,591] shares under Unvested PSAs.

| [removed: (3)] [added: (5)] | 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: 23,024,590] [added: 11,131,443] 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: February 13, 2017.] [added: November 9, 2018.] The address of Capital Research is 333 South Hope Street, Los Angeles, CA, 90071. |

| [removed: (4)] [added: (3)] | Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to [removed: 280,839] [added: 259,831] shares, shared voting power with respect to [removed: 44,807] [added: 47,633] shares, sole dispositive power with respect to [removed: 18,102,579] [added: 18,340,420] shares and shared dispositive power with respect to [removed: 97,507] [added: 306,580] shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of [removed: 226,030] [added: 205,022] 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: 152,316] [added: 155,142] 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: August 10, 2017.] [added: February 12, 2018.] The address of Vanguard is 100 Vanguard Blvd., Malvern, PA, 19355. |

| [removed: (5)] [added: (4)] | 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: 10,409,167] [added: 11,475,691] shares and sole dispositive power with respect to [removed: 12,036,014] [added: 13,206,360] shares which are held by the following of its subsidiaries: 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, [added: Inc.,] 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) [removed: Ltd,] [added: Limited,] BlackRock Investment Management, LLC, BlackRock Japan [removed: Co Ltd,] [added: Co. Ltd.,] and BlackRock Life 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 [removed: January 27, 2017.] [added: February 8, 2018.] The address of BlackRock is 55 East 52nd Street, New York, NY, 10055. |

| (6) | Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January 15, [removed: 2018.] [added: 2019.] |

As of September [removed: 29, 2017,] [added: 28, 2018,] 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: 29, 2017.][added: 28, 2018.]

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

| Equity compensation plans not approved by security holders | [removed: 122,565] [added: 52,600] | [removed: 7.46] | [removed: 193,186(3)] [added: 7.13] | [added: 142,027(3) |]

| (1) | Excludes [removed: 1,121,638] [added: 1,181,861] unvested shares under restricted stock and RSU awards and [removed: 1,494,850] [added: 1,325,017] unvested shares under PSAs, which figure assumes achievement of performance goals under the [removed: FY17] [added: FY18] PSAs at target levels. |

| (2) | Includes [removed: 549,145] [added: 377,419] shares available for future issuance under the 2002 Employee Stock Purchase Plan, [removed: 14,465,627] [added: 13,448,078] shares available for future issuance under the 2015 Long-Term Incentive Plan, and [removed: 678,398] [added: 650,052] shares available for future issuance under the 2008 Director Long-Term Incentive Plan. No further grants will be made under the AATI 2005 Equity Incentive Plan or the 2005 Long-Term Incentive Plan. |

| BlackRock, Inc. | | 13,206,360(4) | | 7.59% |

| David J. Aldrich | | 467,645(6) | | (*) |

| Kimberly S. Stevenson | | — | | (*) |

| Robert J. Terry | | 21,798(6) | | (*) |

under Current Options; Mr. Terry—5,486 shares under Current Options; current directors and executive officers as a group (14 persons)—374,713 shares under Current Options.

| | | | | |

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

| | | | | |

| Equity compensation plans approved by security holders | 1,854,438(1) | | 58.54 | 14,515,549(2) |

| TOTAL | 1,907,038 | | 57.12 | 14,657,576 |

| | | | | |

| BlackRock, Inc. | | 12,036,014(5) | 6.60 | % |

| David J. Aldrich | | 419,640(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 |

Certain Relationships and Related Transactions: Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since September [removed: 30, 2016,] [added: 29, 2017,] 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.

In January 2008, the Board of Directors adopted a written related person transaction approval [removed: policy] [added: policy,] which [added: was amended in November 2018, and which] sets forth the Company’s policies and procedures for the review, approval or ratification of any transaction required to be reported in its filings with the SEC.

The Company’s policy with regard to related person transactions is that all related person transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) or their affiliates, in which the amount involved is equal to or greater than $120,000, be reviewed by the Company’s General Counsel and approved [removed: in advance] by the Audit Committee.

McGlade, [removed: and] Robert A.

[removed: Schriesheim,] [added: Stevenson,] do not have any relationships that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors and that each such director is an independent director of the Company within the meaning of applicable Nasdaq Rules.

Schriesheim, and Kimberly S.

KPMG LLP provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2017] [added: 2018] 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: 2017.][added: 2018.]

| Fee Category | | Fiscal Year [removed: 2017] [added: 2018] ($) | | % of Total (%) | | Fiscal Year [removed: 2016] [added: 2017] ($) | | % of Total (%) | |

| Audit Fees(1) | | [removed: 1,741,700] [added: 2,479,090] | | [removed: 93.7] [added: 89.9] | | [removed: 1,769,135] [added: 1,741,700] | | 93.7 | |

| Tax Fees(2) | | [removed: 67,000] [added: 240,500] | | [removed: 3.6] [added: 8.7] | | [removed: 76,300] [added: 67,000] | | [removed: 4.0] [added: 3.6] | |

| All Other Fees(3) | | [removed: 49,560] [added: 38,500] | | [removed: 2.7] [added: 1.4] | | [removed: 43,650] [added: 49,560] | | [removed: 2.3] [added: 2.7] | |

| Total Fees | | [removed: 1,858,260] [added: 2,758,090] | | 100 | | [removed: 1,889,085] [added: 1,858,260] | | 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: 2017] [added: 2018] and [removed: 2016.] [added: 2017.] Fiscal year [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act. |

| (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: $57,000] [added: $230,000] and [removed: $72,500] [added: $57,000] of the total tax fees for fiscal years [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively. |

| (3) | All other fees for fiscal years [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] relate to fees incurred for conflict mineral reporting compliance and licenses to accounting and research software. |

The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year [removed: 2017] [added: 2018] and fiscal year [removed: 2016.][added: 2017.]

| | | | | | | | | | |

| | Report of Independent Registered Public Accounting Firm | Page [removed: 35] [added: 34] |

| | Consolidated Statements of Operations for the three years ended September [removed: 29, 2017] [added: 28, 2018] | Page 36 |

| | Consolidated Statements of Comprehensive Income for the three years ended September [removed: 29, 2017] [added: 28, 2018] | Page 38 |

| | Consolidated Balance Sheets at September [removed: 29, 2017] [added: 28, 2018,] and September [removed: 30, 2016] [added: 29, 2017] | Page 38 |

| | Consolidated Statements of Cash Flows for the three years ended September [removed: 29, 2017] [added: 28, 2018] | Page 39 |

| | Consolidated Statements of Stockholders’ Equity for the three years ended September [removed: 29, 2017] [added: 28, 2018] | Page 40 |

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

| | Schedule II-Valuation and Qualifying Accounts | Page [removed: 68] [added: 70] |

| 3.2 | [Third Amended and Restated [removed: By-laws](http://www.sec.gov/Archives/edgar/data/4127/000000412717000010/skyworks-thirdamendedandre.htm)] [added: By-laws, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412718000011/exh31-thirdamendedandresta.htm)] | [removed: 8-K] [added: 10-Q] | 001-05560 | 3.1 | [removed: 2/3/2017] [added: 2/5/2018] | |

| 10.9* | [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as [removed: Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1012008dltip.htm)] [added: Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412718000021/q218exhibit101amendedandre.htm)] | 10-Q | 001-05560 | 10.1 | [removed: 5/4/2016] [added: 5/4/2018] | |

| 10.18* | [Fiscal [removed: 2017] [added: Year 2018] Executive Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex101fy17eip.htm)] [added: Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412718000011/exh102-fy18eipv1redactedxu.htm)] | 10-Q | 001-05560 | [removed: 10.1] [added: 10.2] | [removed: 2/7/2017] [added: 2/5/2018] | |

| 10.19* | [Skyworks Solutions, Inc. Cash Compensation Plan for [removed: Directors](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex103cashcompensationplanf.htm)] [added: Directors](http://www.sec.gov/Archives/edgar/data/4127/000000412718000032/exhibit101cashcompensation.htm)] | 10-Q | 001-05560 | [removed: 10.3] [added: 10.1] | [removed: 5/4/2016] [added: 7/20/2018] | |

| 10.23* | [Change in Control / Severance Agreement, dated [removed: November 9, 2015,] [added: August 29, 2016,] between the Company and [removed: Laura Gasparini](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit103gasparinicic.htm)] [added: Kris Sennesael](http://www.sec.gov/Archives/edgar/data/4127/000000412716000068/fy1610k903016ex1032sennesa.htm)] | [removed: 10-Q] [added: 10-K] | 001-05560 | [removed: 10.3] [added: 10.32] | [removed: 8/3/2016] [added: 11/22/2016] | |

| 10.24* | [Change in Control / Severance Agreement, dated [removed: August 29,] [added: November 10,] 2016, between the Company and [removed: Kris Sennesael](http://www.sec.gov/Archives/edgar/data/4127/000000412716000068/fy1610k903016ex1032sennesa.htm)] [added: Robert J. Terry](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex102terrycicagreement.htm)] | [removed: 10-K] [added: 10-Q] | 001-05560 | [removed: 10.32] [added: 10.2] | [removed: 11/22/2016] [added: 2/7/2017] | |

| 10.25* | [Change in Control / Severance Agreement, dated November [removed: 10,] [added: 9,] 2016, between the Company and [removed: Robert J. Terry](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex102terrycicagreement.htm)] [added: Carlos S. Bori](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1027boricic.htm)] | [removed: 10-Q] [added: 10-K] | 001-05560 | [removed: 10.2] [added: 10.27] | [removed: 2/7/2017] [added: 11/13/2017] | |

| 10.26* | [removed: [Change in Control / Severance] [added: [International Assignment] Agreement, dated [removed: November 9, 2016,] [added: September 13, 2017,] between the Company and [removed: Carlos S. Bori](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1027boricic.htm)] [added: Peter L. Gammel](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1028gammel.htm)] | 10-K | 001-05560 | [removed: 10.27] [added: 10.28] | 11/13/2017 | |

| 21 | [Subsidiaries of the [removed: Company](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k9292017ex21.htm)] [added: Company](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/fy1810k9282018ex21.htm)] | 10-K | 001-05560 | 21 | [removed: 11/13/2017] [added: 11/15/2018] | |

| 23.1 | [Consent of KPMG [removed: LLP](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex231kpmgconse.htm)] [added: LLP](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/fy1810k92818ex231kpmgconse.htm)] | 10-K | 001-05560 | 23.1 | [removed: 11/13/2017] [added: 11/15/2018] | |

| 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 [removed: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex311.htm)] [added: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/fy1810k92818ex311.htm)] | 10-K | 001-05560 | 31.1 | [removed: 11/13/2017] [added: 11/15/2018] | |

| 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 [removed: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex312.htm)] [added: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/fy1810k92818ex312.htm)] | 10-K | 001-05560 | 31.2 | [removed: 11/13/2017] [added: 11/15/2018] | |

| 31.3 | [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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412718000004/a9-29x2017x10kaexhibit313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412719000005/a9-28x2018x10kaexhibit313.htm)] | | | | | X |

| 31.4 | [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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412718000004/a9-29x2017x10kaexhibit314.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412719000005/a9-28x2018x10kaexhibit314.htm)] | | | | | X |

| 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 [removed: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex321.htm)] [added: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/fy1810k92818ex321.htm)] | 10-K | 001-05560 | 32.1 | [removed: 11/13/2017] [added: 11/15/2018] | |

| 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 [removed: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex322.htm)] [added: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/fy1810k92818ex322.htm)] | 10-K | 001-05560 | 32.2 | [removed: 11/13/2017] [added: 11/15/2018] | |

| Date: | January [removed: 26, 2018] [added: 25, 2019] | By: | /s/ Liam K. Griffin |

| 2.3 | [Agreement and Plan of Merger dated as of August 3, 2018, by and among the Company, Avnera Corporation, AI Acquisition Corp., and Shareholder Representative Services LLC, solely in its capacity as the representative and agent of the Equityholders](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/exhibit23-mergeragreement.htm) | 10-K | 001-05560 | 2.3 | 11/15/2018 | |

| 10.27* | [International Assignment Agreement, dated September 13, 2017, between the Company and Peter L. Gammel](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1028gammel.htm) | 10-K | 001-05560 | 10.28 | 11/13/2017 | |