Skyworks Solutions (SWKS) 10-K/A risk factor changes: FY2019 vs FY2018

[added: UNITED STATES] SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K/A][added: FORM 10-K/A]

[removed: Amendment] [added: Amendment] No. [removed: 1][added: 1]

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

[removed: For] [added: For] the fiscal year [removed: ended September 28, 2018][added: ended September 27, 2019]

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

[removed: For] [added: For] the transition period from [removed: _____________ to _____________][added: __________to__________]

[removed: Commission] [added: Commission] file [removed: number 001-05560][added: number 001-05560]

[removed: SKYWORKS SOLUTIONS, INC.][added: Skyworks Solutions, Inc.]

[removed: (Exact] [added: *(Exact] name of registrant as specified in its [removed: charter)][added: charter)*]

| [removed: Delaware] [added: Delaware] | [removed: 04-2302115] [added: 04-2302115] |

| [removed: (State] [added: *(State] or other jurisdiction [removed: of incorporation] [added: of* *incorporation] or [removed: organization)] [added: organization)*] | [removed: (I.R.S.] [added: *(I.R.S.] Employer Identification [removed: No.)] [added: No.)*] |

| [removed: 20] [added: 20] Sylvan [removed: Road, Woburn, Massachusetts] [added: Road,] | [removed: 01801] [added: Woburn] | [added: Massachusetts | 01801 | |]

| [removed: (Address] [added: *(Address] of principal executive [removed: offices)] [added: offices)*] | [removed: (Zip Code)] | [added: | *(Zip Code)* | |]

[removed: Registrant’s] [added: | *(Registrant’s] telephone number, including area [removed: code: (781) 376-3000][added: code)* | | | | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of [removed: Each Class] [added: each class] | [removed: Name] [added: | Trading Symbol(s) | Name] of [removed: Each Exchange] [added: each exchange] on [removed: Which Registered] [added: which registered] |

| Common Stock, par value $0.25 per share | [added: | SWKS |] Nasdaq Global Select Market |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

þ Yes [removed: ¨] [added: o] No

[removed: ¨] [added: o] Yes þ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (§ 232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

| Large [removed: Accelerated] [added: accelerated] filer [added: |] þ | Accelerated filer [removed: ¨] [added: ☐] | Non-accelerated filer [removed: ¨] [added: ☐] | Smaller reporting company [removed: ¨] | [added: ☐ |] Emerging growth company [removed: ¨] | [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 Nasdaq Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter March [removed: 30, 2018)] [added: 29, 2019)] was approximately [removed: $18.2] [added: $14.2] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January [removed: 15, 2019,] [added: 20, 2020,] was [removed: 174,059,816.][added: 170,155,181.]

[removed: EXPLANATORY NOTE][added: EXPLANATORY NOTE]

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: 28, 2018,] [added: 27, 2019,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 15, 2018] [added: 14, 2019] (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: 2019] [added: 2020] Annual Meeting of Stockholders is scheduled for May [removed: 8, 2019,] [added: 6, 2020,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.

[removed: PART III][added: PART III]

OR

| | | | | |

| (781) | | | 376-3000 | |

| | | | |

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

| | | | |

þ Yes o No

þ Yes o No

| | | | | | | | |

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

| | | | | | | | |

☐ Yes þ No

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

UNITED STATES

| | |

| --- | --- |

OR

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[removed: Directors] [added: Directors] and Executive [removed: Officers][added: Officers]

The following table sets forth for each director and executive officer of the Company his or her position with the Company as of January [removed: 15, 2019:][added: 20, 2020:]

| [removed: Name] [added: Name] | | [removed: Title] [added: Title] |

| [removed: David J. McLachlan] [added: Christine King] | | Lead Independent Director |

[removed: Directors][added: Directors]

[removed: David] [added: *David] J.

[removed: Aldrich,] [added: Aldrich*,] age [removed: 61,] [added: 62,] serves as Chairman of the Board, a position he has held since May 2014.

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

[removed: McLachlan,] [added: *Christine King*,] age [removed: 80,] [added: 70,] has been a director since [removed: 2000] [added: January 2014] and Lead Independent Director since May [removed: 2014.][added: 2019.]

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

[removed: Kevin] [added: *Kevin] L.

[removed: Beebe,] [added: Beebe*,] age [removed: 59,] [added: 60,] has been a director since January 2004.

Mr. Beebe also serves as [removed: chairman of the board of directors of NII Holdings, Inc. (a publicly traded provider of mobile communication services in Brazil), and as] a director for SBA Communications Corporation (a publicly traded operator of wireless communications infrastructure in North, Central, and South [removed: America), Syniverse Technologies, Inc. (a privately held provider of enterprise messaging solutions),] [added: America)] and [removed: Logix] [added: Frontier] Communications [added: Corporation] (a [removed: privately held] [added: publicly traded] provider of [removed: facilities-based] communications services).

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

[removed: Timothy] [added: *Timothy] R.

[removed: Furey,] [added: Furey*,] age [removed: 60,] [added: 61,] has been a director since 1998.

MarketBridge provides digital marketing, predictive analytics, and sales effectiveness solutions to [added: clients that include] Fortune 1000 companies in the software, communications, financial services, life sciences, and consumer products sectors.

[removed: Liam] [added: *Liam] K.

[removed: Griffin,] [added: Griffin*,] age [removed: 52,] [added: 53,] 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: 17] [added: 18] years.

His service as a director [removed: for] [added: of National Instruments and his prior service as a director of] Vicor [removed: Corp. gives] [added: give] Mr. Griffin added perspective regarding the challenges confronting public technology companies.

[removed: Balakrishnan] [added: *Balakrishnan] S.

[removed: Iyer,] [added: Iyer*,] age [removed: 62,] [added: 63,] 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. [removed: 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 [removed: conversion), IHS Markit Ltd.] [added: conversion) and Clarivate Analytics Plc] (a publicly traded [removed: company that delivers information,] [added: provider of] analytics and [removed: expertise for industries and markets worldwide), and Churchill Capital Corp. (a publicly traded special purpose acquisition company).][added: research services).]

He served as a director of Conexant from February 2002 until April 2011, [removed: as a director] of Life Technologies Corp. from July 2001 until February 2014, when it was acquired by Thermo Fisher [added: Scientific Inc., of IHS Inc. from December 2003 until July 2016, when it completed a merger with Markit Ltd., of QLogic Corporation from June 2003 until August 2016, when it was acquired by Cavium, Inc., of IHS Markit Ltd. from July 2016 until April 2019, and of Churchill Capital Corp. from September 2018 until May 2019, when it completed a merger with Clarivate Analytics.]

[removed: Christine King,] [added: Batey*,] age [removed: 69,] [added: 56,] has been a director since [removed: January 2014.][added: August 2019.]

[removed: David] [added: *David] P.

[removed: McGlade,] [added: McGlade*,] age [removed: 58,] [added: 59,] has been a director since February 2005.

He serves as Chairman of the Board of Intelsat S.A. (a publicly traded worldwide provider of satellite communication services), a position he has held since April [removed: 2015.][added: 2013.]

Mr. McGlade served as Executive Chairman [added: of Intelsat] from April 2015 to March 2018, prior to which he served as Chairman and Chief Executive Officer.

[removed: Robert] [added: *Robert] A.

[removed: Schriesheim,] [added: Schriesheim*,] age [removed: 58,] [added: 59,] has been a director since May 2006.

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

[removed: Kimberly] [added: *Kimberly] S.

[removed: Stevenson,] [added: Stevenson*,] age [removed: 56,] [added: 57,] has been a director since July 2018.

[removed: She] [added: Previously, Ms. Stevenson] 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 [added: equipment, smartphones, and tablets) from May 2017 to October 2018.]

[removed: Previously,] [added: From September 2009 to February 2017,] she served as a Corporate Vice President at Intel Corporation (a publicly traded semiconductor designer and [removed: manufacturer) from September 2009 to February 2017,] [added: manufacturer),] 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.

Each of our directors will serve until the [removed: 2019] [added: 2020] Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

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

[removed: Carlos] [added: *Carlos] S.

| Alan S. Batey | | Director |

| Kari A. Durham | | Senior Vice President, Human Resources |

Mr. Griffin also serves as a director of National Instruments Corporation (a publicly traded designer and manufacturer of automated test and measurement systems).

He previously served as a director of Vicor Corp. from 2009 to 2019.

*Alan S.

Mr. Batey served as Executive Vice President and President of North America for General Motors Company (a publicly traded automotive manufacturer), as well as the Global Brand Chief for Chevrolet, a division of General Motors Company, from 2014 until 2019.

His career spans more than 39 years with General Motors where he held various senior management positions in operations, marketing, and sales around the world.

We believe that Mr. Batey is qualified to serve as a director given his extensive senior management experience at General Motors, where he developed expertise on a broad set of complex strategic, operational, and technological matters involving the automotive industry, an industry that is expected to be a growth market for the Company.

Mr. Batey was identified as a director candidate by a search firm engaged by the Nominating and Corporate Governance Committee.

He previously served as chairman of the board of directors of NII Holdings, Inc., until December 2019 upon the sale of its sole material asset.

companies (including service on both audit and governance committees).

Mr. Schriesheim currently serves as a director of Frontier Communications Corporation (a publicly traded provider of communications services) and Houlihan Lokey, Inc. (a publicly traded financial services firm).

He previously served as a director of Lawson Software, until its sale in July 2011, of Forest City Realty Trust, until its sale in December 2018, and of NII Holdings, Inc., until December 2019 upon the sale of its sole material asset.

In February 2019, she became a venture partner at RIDGE-LANE Limited Partners (a strategic advisory and venture development firm).

*Kari Durham*, age 51, joined the Company in April 2018 and is Senior Vice President, Human Resources.

Previously, Ms. Durham served as Senior Vice President, Human Resources and General Affairs for Goodman Global Group, Inc. (an HVAC manufacturing and distribution company) from September 2010 to April 2018.

Earlier, she held multiple senior human resources positions with Dell Inc. (a computer retailer) from October 2007 to September 2010, prior to which she held human resources positions at Flextronics International Ltd., Solectron Corporation, and UT-Battelle, LLC.

Iyer (Chairman), Timothy R.

Furey, Christine King, and David P.

McGlade.

Delinquent Section 16(a) Reports

| Christine King | | Director |

| Peter L. Gammel | | Chief Technology Officer |

He served as Chairman of the Board from May 2008 to May 2014.

Mr. McLachlan served as a senior advisor to the Chairman and Chief Executive Officer of Genzyme Corporation (a publicly traded biotechnology company) from 1999 to 2004.

He also was the Executive Vice President and Chief Financial Officer of Genzyme from 1989 to 1999.

Prior to joining Genzyme, Mr. McLachlan served as Vice President and Chief Financial Officer of Adams-Russell Company (an electronic component supplier and cable television franchise owner).

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

We believe that Mr. McLachlan, the current Lead Independent Director, is qualified to serve as a director because he possesses a broad range of business experience as a result of his service as both chief financial officer and director for several public companies.

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

From 1996 to 1998, Mr. Beebe served as Executive Vice President of Operations for 360° Communications Co. (a wireless communication company).

He has held a variety of executive and senior management positions at several divisions of Sprint, including Vice President of Operations and Vice President of Marketing and Administration for Sprint Cellular, Director of Marketing for Sprint North Central Division, Director of Engineering and Operations Staff and Director of Product Management and Business Development for Sprint Southeast Division, as well as Staff Director of Product Services at Sprint Corporation.

Mr. Beebe began his career at AT&T/Southwestern Bell as a Manager.

Prior to 1991, Mr. Furey worked with the Boston Consulting Group, Strategic Planning Associates, Kaiser Associates, and the Marketing Science Institute.

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

Mr. Griffin also serves as a director of Vicor Corp. (a publicly traded manufacturer and marketer of modular power components).

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.

From 1973 to 2001, Ms. King held various engineering, business, and management positions at IBM Corp., including Vice President of Semiconductor Products.

Before joining O2 UK, Mr. McGlade was President of the Western Region for Sprint PCS.

From August 2002 to October 2006, he was affiliated with ARCH Development Partners, LLC (a seed stage venture capital fund).

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

In addition, from 2004 until 2007, he was also a director of Dobson Communications Corp. (a former publicly traded wireless services communications company that was acquired by AT&T Inc.) and from 2007 until 2009 he served as a director of MSC Software Corp. (a former publicly traded provider of integrated simulation solutions for designing and testing manufactured products that was acquired by Symphony Technology Group).

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

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.

Peter L.

Gammel, age 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.

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

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

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

Schriesheim (Chairman), Kevin L.

Beebe, Balakrishnan S.

Iyer, and David J.

McLachlan.

The Board of Directors has determined that each of Messrs.

Section 16(a) Beneficial Ownership Reporting Compliance

[removed: Compensation] [added: Compensation] Discussion and [removed: Analysis][added: Analysis]

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial Officer, [removed: our former Executive Chairman,] and our three next most highly paid executive officers during fiscal year [removed: 2018] [added: 2019] 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: 2018,] [added: 2019,] our Named Executive Officers were:

| [removed: •] [added: •] | Liam K. Griffin, President and Chief Executive Officer; |

| [removed: •] [added: •] | Kris Sennesael, Senior Vice President and Chief Financial Officer; |

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

| [removed: •] [added: •] | Peter L. Gammel, [added: Former] Chief Technology [removed: Officer;] [added: Officer (retired as Chief Technology Officer and as an executive officer effective as of November 19, 2019).] |

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

[removed: Approach] [added: Approach] for Determining Form and Amounts of [removed: Compensation][added: Compensation]

[removed: Compensation] [added: *Compensation] Program [removed: Objectives][added: Objectives*]

The objectives of our executive compensation program are to attract, retain and motivate highly qualified executives to operate our business, and to link the compensation of those executives to improvements in the Company’s financial performance [removed: and increases in stockholder value.]

| [removed: •] [added: •] | ensuring that our executive compensation program is competitive with a group of companies in the semiconductor industry with which we compete for executive talent; |

| [removed: •] [added: •] | providing a base salary that serves as the foundation of a compensation package that attracts and retains the executive talent needed to achieve our business objectives; |

| [removed: •] [added: •] | providing short-term variable compensation that motivates executives and rewards them for achieving Company financial performance targets; |

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

| [removed: •] [added: •] | ensuring that our executive compensation program is perceived as fundamentally fair to [removed: all of] our employees. |

[removed: Retention] [added: *Retention] of Compensation [removed: Consultant][added: Consultant*]

In fiscal year [removed: 2018,] [added: 2019,] Aon/Radford received [removed: $246,580] [added: $188,430] for survey data and compensation consulting services to the Compensation Committee.

The Company paid [removed: $420,977] [added: $259,925] to Aon Risk Solutions in fiscal year [removed: 2018] [added: 2019] for those services.

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 [removed: $77,837] [added: $23,904] in fiscal year [removed: 2018.][added: 2019.]

[removed: Role] [added: *Role] of Chief Executive [removed: Officer][added: Officer*]

[removed: Establishment] [added: *Establishment] of Comparator Group [removed: Data][added: Data*]

For fiscal year [removed: 2018,] [added: 2019,] the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon/Radford survey data of [removed: 11] [added: 14] 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: 14] [added: 16] publicly traded semiconductor companies with which the Company competes for executive talent:

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

[removed: Use] [added: *Use] of Comparator Group [removed: Data][added: Data*]

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 [removed: “Components] [added: “*Components] of [removed: Compensation.”] [added: Compensation*.”] In addition, in setting fiscal year [removed: 2018] [added: 2019] 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: 2018,] [added: 2019,] 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, [removed: annual performance targets,] short-term incentive target opportunity, [added: performance metrics,] and equity-based compensation established by the Compensation Committee for fiscal year [removed: 2018] [added: 2019] were competitive for chief executive officers leading companies of similar size and complexity in the semiconductor industry.

[removed: Response] [added: Response] to Stockholder Vote on Executive Compensation at [removed: 2018] [added: 2019] Annual [removed: Meeting][added: Meeting]

At our [removed: 2018] [added: 2019] Annual Meeting of Stockholders, approximately [removed: 93%] [added: 72%] of the votes cast approved [added: our “Say-on-Pay” proposal—the annual advisory vote regarding] the compensation of the Company’s named executive [removed: officers as disclosed in the proxy statement delivered to our stockholders in connection with the 2018 Annual Meeting.][added: officers.]

[removed: Components] [added: Components] of [removed: Compensation][added: Compensation]

The key elements of compensation for our Named Executive Officers are base salary, short-term incentives, long-term stock-based incentives, [removed: 401(k) plan retirement benefits, medical, dental, vision, life] and [removed: disability insurance,] [added: health] and [removed: financial planning] [added: welfare] benefits.

Consistent with our objective of [removed: ensuring that executive] [added: having] compensation [removed: is perceived as] [added: programs that are considered] fair to [removed: all] [added: our] employees, the Named Executive Officers [removed: do not receive any retirement benefits beyond those generally available] [added: are eligible] to [removed: our benefits-eligible employees, and we do not provide] [added: participate in the Company’s] medical, dental, vision, [removed: or other insurance] [added: insurance, and retirement plans under the same terms as such] benefits [removed: to Named Executive Officers that] are [removed: different from those] offered to other benefits-eligible employees.

[removed: Base Salary][added: *Base Salary*]

Base salaries provide our executive officers with a degree of financial certainty and [removed: stability.][added: stability in order to attract and retain their services in a competitive market.]

[removed: Based on these factors, base salaries of] [added: For fiscal year 2019,] the [added: Compensation Committee sought to make decisions regarding each] Named Executive [removed: Officers for fiscal year 2018] [added: Officer’s base salary, short-term incentive opportunity, and long-term stock-based incentive award that] were [removed: generally targeted at] [added: competitive within] the Comparator [removed: Group median,] [added: Group,] with consideration given to [added: the executive’s] role, responsibility, [removed: performance] [added: performance,] and length of service.

The base salary for fiscal year [removed: 2018] [added: 2019] for each [removed: remaining] Named Executive [removed: Officer] [added: Officer, as reflected in the table below,] increased on average [removed: 7.85%] [added: 6.9%] from the Named Executive Officer’s base salary in fiscal year [removed: 2017 as a result of market-based salary adjustments recommended by Aon/Radford,] [added: 2018,] with increases ranging from [removed: 3.1% to 11.9%, which included increases related] [added: 2.0%] to [removed: the promotions of Messrs.][added: 8.9%.]

[removed: Short-Term Incentives][added: *Short-Term Incentives*]

For fiscal year [removed: 2018,] [added: 2019,] the Compensation Committee adopted the Fiscal Year [removed: 2018] [added: 2019] Executive Incentive Plan (the “Incentive Plan”).

The Incentive Plan established short-term incentive awards for fiscal year [removed: 2018] [added: 2019] for certain officers of the Company, including the Named Executive Officers, based on the Company’s achievement of [removed: certain] corporate performance goals established [removed: for] [added: at the beginning of the] fiscal [removed: year 2018.][added: year.]

Although we understood this to mean that stockholders generally approved of our compensation policies and determinations in 2019, we also noted that ISS recommended a vote against our Say-on-Pay proposal and that our proposal received lower stockholder support than in prior years.

In response to these voting results, we engaged in formal stockholder outreach following the 2019 Annual Meeting, soliciting feedback from our top 25 institutional stockholders (not including brokerage firms and quantitative funds who have previously indicated that they do not engage in individual conversations with companies) representing approximately 54% of the Company’s shares outstanding, including a significant portion of those stockholders who we believed had voted “against” the 2019 Say-on-Pay proposal.

Stockholders told us that they appreciated the opportunity to engage with management, and conversations covered a variety of governance and compensation-related topics.

During our conversations, most of these institutional stockholders expressed approval of the Company’s strategy, performance, and management, as well as support for the Company’s compensation policies, plan designs, and performance metrics.

However, nearly all of the stockholders who had voted against the Say-on-Pay proposal, as well as several of the stockholders who had supported the proposal, indicated a strong preference that the Company provide additional disclosure regarding its performance metrics and achievement against those metrics.

Some of the stockholders also noted that their votes had been influenced by ISS’s report which recommended against the Say-on-Pay proposal and highlighted concerns about our disclosure of performance metrics and achievement.

After considering this input from our stockholders and reviewing the disclosure of several of our peer companies, the Company has enhanced its disclosure of performance metrics and achievement, providing additional quantitative disclosure regarding our short-term and long-term incentive award programs.

and increases in stockholder value.

| *Advanced Micro Devices | *KLA-Tencor | *Microchip Technology | *Qorvo |

| *Analog Devices | *Lam Research | *Micron Technology | *QUALCOMM |

| *Broadcom Limited | *Maxim Integrated Products | *ON Semiconductor | *Xilinx |

In order to provide flexibility in consideration of differences in individual executives’ scope of responsibilities, length of service, and performance, the Compensation Committee did not target a specific percentile of the Comparator Group for executive officer salaries; however, the salaries of the executive officers were generally near the median of the Comparator Group.

Salary increases were based on the market-based salary adjustments recommended by Aon/Radford as well as recommendations by the Chief Executive Officer.

| | FY2019 Base Salary ($) | FY2018 Base Salary ($) |

| Liam K. Griffin | 980,000 | 900,000 |

| Kris Sennesael | 500,000 | 460,000 |

| Carlos Bori | 431,000 | 403,000 |

| Robert J. Terry | 446,000 | 413,000 |

| Peter L. Gammel | 410,000 | 402,000 |

*Overview*

*Incentive Opportunities*

After reviewing Comparator Group data, the Compensation Committee increased the target incentive, as a percentage of base salary, for the Chief Financial Officer from 90% for fiscal year 2018 to 100% for fiscal year 2019, and for the Named Executive Officers other than the Chief Executive Officer and Chief Financial Officer from 70% for fiscal year 2018 to 80% for fiscal year 2019.

The target incentive, as a percentage of base salary, for the Chief Executive Officer was not increased.

| | | | |

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

| | | | |

| Chief Financial Officer | 50% | 100% | 200% |

| Other Executive Officers | 40% | 80% | 160% |

*Performance Goals*

The performance goals established under the Incentive Plan for fiscal 2019 were as follows (in millions):

| | | | |

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

| | | | |

| Company Metric | Threshold | Target | Maximum |

| Revenue | $3,868 | $4,000 | $4,120 |

| Non-GAAP Operating Income | $1,450 | $1,500 | $1,555 |

*Calculation of Incentive Plan Payments*

The Company’s revenue and non-GAAP operating income achieved in fiscal year 2019 were $3,377 million and $1,166 million, respectively, resulting in the Company’s failure to meet either the revenue or non-GAAP operating income goals at the “threshold” level or to meet the nominal level of non-GAAP operating income under the Incentive Plan.

These financial results reflected the adverse impact of the U.S.-China trade war (the “Trade War”) during fiscal year 2019.

In connection with the Trade War, not only did the Company experience an overall reduction in customer demand for its products, but the U.S. Bureau of Industry and Security of the U.S. Department of Commerce also placed Huawei and certain of its affiliates on the Bureau’s Entity List in May 2019 (the “Huawei Ban”).

| | |

| --- | --- |

| • | David J. Aldrich, Former Executive Chairman (retired as Executive Chairman on May 9, 2018). |

| | | |

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

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

| *Analog Devices | *Maxim Integrated Products | *Qorvo |

| *Broadcom Limited | *Micron Technology | *Xilinx |

| *KLA-Tencor | *NVIDIA | |

In establishing individual compensation, the Compensation Committee also considered the input of the Chief Executive Officer, as well as the individual experience and performance of each executive.

We understood this to mean that stockholders generally approved of our compensation policies and determinations in 2018.

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

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

The Compensation Committee periodically reviews the goals we would like to achieve through our executive compensation practices and explores ways to modify those practices to either achieve new goals or to enhance our ability to achieve existing goals.

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.

The low end of that range, referred to as the “threshold” percentage, is equal to the amount of compensation payable to the executive if the level of achievement of each performance goal applicable to the executive was at the minimum set by the Compensation Committee to be eligible to receive a payment for that goal under the Incentive Plan (referred to as the “threshold” level).

The middle of the range, referred to as the “target” percentage, is equal to the amount of short-term incentive 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).

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

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

Absent an exercise of discretion by the Compensation Committee, the total short-term 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 incentive compensation payment would be made to the executive.

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

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

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

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.

The Compensation Committee determines with respect to each performance goal the “threshold,” “target,” and “maximum” levels of achievement, which correspond to the matching descriptions set forth above.

For Company performance goals, the levels of achievement will be consistent across the executives to which such goals apply.

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

Typically, financial performance goals are set with the expectation that the “target” level will be around the consensus analyst estimates for the Company.

The nominal non-GAAP operating income performance goal is based on the Company’s actual non-GAAP operating income, which it calculates as described above.

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.

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

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.

In fiscal year 2018, Mr. Aldrich is the only Named Executive Officer who received financial planning services through Ayco, and he elected to pay personally for such services.

In prior fiscal years certain executive officers were provided an opportunity to participate in the Company’s Executive Compensation Plan (the “Executive Compensation Plan”), an unfunded, non-qualified deferred compensation plan, under which participants were allowed to defer a portion of their compensation.

As a result of deferred compensation legislation under Section 409A of the IRC, which became effective on December 31, 2005, the Company no longer permits employees to make contributions to the plan.

[removed: Security] [added: Security] Ownership of Certain Beneficial Owners and [removed: Management][added: Management]

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January [removed: 15, 2019,] [added: 20, 2020,] by the following individuals or entities: (i) each person or entity who beneficially owns five percent (5%) or more of the outstanding shares of the Company’s common stock as of January [removed: 15, 2019;] [added: 20, 2020;] (ii) the Named Executive Officers (as defined above in Item 11 [removed: “Executive Compensation”);] [added: “*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: 15, 2019,] [added: 20, 2020,] there were [removed: 174,059,816] [added: 170,155,181] shares of the Company’s common stock issued and outstanding.

In computing the number of shares of Company common stock beneficially owned by a person and the percentage ownership of that person, shares of Company common stock that are subject to stock options or other rights held by that person that are currently exercisable or that will become exercisable within sixty (60) days of January [removed: 15, 2019,] [added: 20, 2020,] are deemed outstanding.

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

| The Vanguard Group, Inc. | | [removed: 18,647,000(3)] [added: 18,785,103(3)] | | [removed: 10.71%] [added: 11.04] | [added: % |]

| Capital Research Global Investors | | [removed: 11,131,443(5)] [added: 8,802,918(6)] | | [removed: 6.40%] [added: 5.17] | [added: % |]

| Kevin L. Beebe | | [removed: 55,163] [added: 55,273] | | (*) | [added: |]

| Carlos S. Bori | | [removed: 27,051(6)] [added: 42,121(7)] | | (*) | [added: |]

| Timothy R. Furey | | [removed: 24,714] [added: 18,824] | | (*) | [added: |]

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

| Liam K. Griffin | | [removed: 155,746(6)] [added: 88,655(7)] | | (*) | [added: |]

| Balakrishnan S. Iyer | | [removed: 18,322] [added: 20,432] | | (*) | [added: |]

| Christine King | | [removed: 14,928] [added: 17,038] | | (*) | [added: |]

| David P. McGlade | | [removed: 67,688] [added: 69,798] | | (*) | [added: |]

| Robert A. Schriesheim | | [removed: 71,095] [added: 73,873] | | (*) | [added: |]

| Kris Sennesael | | [removed: 45,227] [added: 72,377] | | (*) | [added: |]

| Kimberly S. Stevenson | | [removed: —] [added: 673] | | (*) | [added: |]

| Robert J. Terry | | [removed: 21,798(6)] [added: 16,790(7)] | | (*) | [added: |]

| All current directors and executive officers as a group (14 persons) | | [removed: 1,079,924(6)] [added: 649,776(7)] | | (*) | [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 [removed: 15, 2019] [added: 20, 2020] (the “Current Options”), as follows: Mr. [removed: Aldrich—246,559 shares under Current Options; Mr. Bori—8,477 shares under Current Options; Mr. Gammel—24,344] [added: Bori—12,856] shares under Current Options; Mr. [removed: Griffin—63,461] [added: Griffin—6,922] shares under [removed: Current Options; Mr. Sennesael—26,386 shares] |

[removed: under] Current Options; Mr. [removed: Terry—5,486] [added: Sennesael—39,578] shares under Current Options; current directors and executive officers as a group (14 [removed: persons)—374,713] [added: persons)—59,356] 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”) [removed: 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: 15, 2019,] [added: 20, 2020,] as follows: Mr. [removed: Aldrich—2,110] [added: Aldrich—2,294] shares under Unvested RSUs; Mr. [removed: Beebe—2,110] [added: Batey—2,521] shares under Unvested RSUs; Mr. [removed: Bori—21,345 shares under Unvested RSUs and 17,291] [added: Beebe—2,294] shares under Unvested [removed: PSAs;] [added: RSUs;] Mr. [removed: Furey—2,110] [added: Bori—41,152] shares under Unvested RSUs; Mr. [removed: Gammel—9,493 shares under Unvested RSUs and 11,735] [added: Furey—2,294] shares under Unvested [removed: PSAs;] [added: RSUs;] Mr. [removed: Griffin—87,708 shares under Unvested RSUs and 64,937] [added: Griffin—99,568] shares under Unvested [removed: PSAs;] [added: RSUs;] Mr. [removed: Iyer—2,110] [added: Iyer—2,294] shares under Unvested RSUs; Ms. [removed: King—2,110] [added: King—2,294] shares under Unvested RSUs; Mr. [removed: McGlade—2,110] [added: McGlade—2,294] shares under Unvested RSUs; Mr. [removed: McLachlan—2,110] [added: Schriesheim—2,294] shares under Unvested RSUs; Mr. [removed: Schriesheim—2,110] [added: Sennesael—51,848] shares under Unvested RSUs; [removed: Mr. Sennesael—34,393 shares under Unvested RSUs and 17,677 shares under Unvested PSAs;] Ms. [removed: Stevenson—2,017] [added: Stevenson—3,638] shares under Unvested RSUs; Mr. [removed: Terry—13,591 shares under Unvested RSUs and 11,951] [added: Terry—32,216] shares under Unvested [removed: PSAs;] [added: RSUs;] current directors and executive officers as a group (14 [removed: persons)—185,427 shares under Unvested RSUs and 123,591] [added: persons)—279,668] shares under Unvested [removed: PSAs.][added: RSUs.]

| (3) | Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to [removed: 259,831] [added: 216,260] shares, shared voting power with respect to [removed: 47,633] [added: 42,432] shares, sole dispositive power with respect to [removed: 18,340,420] [added: 18,530,276] shares and shared dispositive power with respect to [removed: 306,580] [added: 254,827] shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of [removed: 205,022] [added: 159,036] 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: 155,142] [added: 151,156] shares as a result of its serving as investment manager of Australian investment offerings. With respect to the information relating to Vanguard, the Company has relied on information supplied by Vanguard on a Schedule 13G/A filed with the SEC on February [removed: 12, 2018.] [added: 11, 2019.] The address of Vanguard is 100 Vanguard Blvd., Malvern, [removed: PA,] [added: PA] 19355. |

| (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: 11,475,691] [added: 11,522,781] shares and sole dispositive power with respect to [removed: 13,206,360] [added: 13,271,115] shares which are held by the following of its subsidiaries: BlackRock [removed: (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock (Singapore)] [added: Life] Limited, BlackRock [removed: Advisors (UK)] [added: International] Limited, BlackRock Advisors, LLC, BlackRock [removed: Asset Management Canada Limited,] [added: (Netherlands) B.V.,] BlackRock [removed: Asset Management Deutschland AG,] [added: Institutional Trust Company, National Association,] BlackRock Asset Management Ireland Limited, BlackRock [removed: Asset Management North Asia Limited,] [added: Financial Management, Inc.,] BlackRock [added: Japan Co., Ltd., BlackRock] Asset Management Schweiz AG, BlackRock [removed: Capital Management, Inc., BlackRock Financial] [added: Investment] Management, [removed: Inc.,] [added: LLC,] BlackRock [removed: Fund Advisors,] [added: Investment Management (UK) Limited,] BlackRock [removed: Fund Managers Ltd,] [added: Asset, Management Canada Limited,] BlackRock [removed: Institutional Trust Company, N.A.,] [added: Asset Management Deutschland AG,] BlackRock [removed: International Limited,] [added: (Luxembourg) S.A.,] BlackRock Investment Management (Australia) Limited, BlackRock [removed: Investment Management] [added: Advisors] (UK) Limited, BlackRock [removed: Investment Management, LLC,] [added: Fund Advisors,] BlackRock [removed: Japan Co. Ltd., and] [added: Asset Management North Asia Limited,] BlackRock [removed: Life Limited.] [added: (Singapore) Limited, BlackRock Fund Managers Ltd.] 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 February [removed: 8, 2018.] [added: 6, 2019.] The address of BlackRock is 55 East 52nd Street, New York, [removed: NY,] [added: NY] 10055. |

| [removed: (5)] [added: (6)] | 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: 11,131,443] [added: 8,802,918] 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: November 9, 2018.] [added: February 14, 2019.] The address of Capital Research is 333 South Hope Street, Los Angeles, [removed: CA,] [added: CA] 90071. |

| [removed: (6)] [added: (7)] | Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January [removed: 15, 2019.] [added: 20, 2020.] |

[removed: Equity] [added: Equity] Compensation Plan [removed: Information][added: Information]

As of September [removed: 28, 2018,] [added: 27, 2019,] the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

| • | [added: the] AATI 2005 Equity Incentive Plan |

Except for the [removed: 1999 Employee Long-Term Incentive Plan (the “1999 Employee Plan”) and the] Non-Qualified Employee Stock Purchase Plan (the “Non-Qualified ESPP”), each of the foregoing equity compensation plans was approved by the Company’s stockholders.

A description of the material features of [removed: each non-stockholder approved plan] [added: the Non-Qualified ESPP] is provided below under the [removed: headings “1999 Employee Long-Term Incentive Plan” and “Non-Qualified] [added: heading “*Non-Qualified] Employee Stock Purchase [removed: Plan.”][added: Plan*.”]

The following table presents information about these plans as of September [removed: 28, 2018.][added: 27, 2019.]

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

| Equity compensation plans [added: not] approved by security holders | [removed: 1,854,438(1)] [added: —] | | [removed: 58.54] [added: —] | [removed: 14,515,549(2)] | [added: 66,367(3) |]

| (1) | Excludes [removed: 1,181,861] [added: 1,576,852] unvested shares under restricted stock and RSU awards and [removed: 1,325,017] [added: 1,095,779] unvested shares under PSAs, which figure assumes achievement of performance goals under the [removed: FY18] [added: FY19] PSAs at target levels. |

| (2) | Includes [removed: 377,419] [added: 136,811] shares available for future issuance under the 2002 Employee Stock Purchase Plan, [removed: 13,448,078] [added: 12,032,017] shares available for future issuance under the 2015 Long-Term Incentive Plan, and [removed: 650,052] [added: 618,743] 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. |

| (3) | Represents shares available under the Non-Qualified ESPP. [removed: No further grants will be made under the 1999 Employee Plan.] |

[removed: Non-Qualified] [added: Non-Qualified] Employee Stock Purchase [removed: Plan][added: Plan]

The Company [removed: also] maintains the Non-Qualified ESPP to provide employees of the Company and participating subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase, by means of payroll deductions, of shares of the Company’s common stock at a discount from the market price of the common stock at the time of purchase.

| | | | | | |

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

| | | | | | |

| BlackRock, Inc. | | 13,271,115(4) | | 7.80 | % |

| Vulcan Value Partners, LLC | | 9,614,290(5) | | 5.65 | % |

| David J. Aldrich | | 168,412(7) | | (*) | |

| Alan S. Batey | | — | | (*) | |

| (5) | Consists of shares beneficially owned by Vulcan Value Partners, LLC (“Vulcan”). Vulcan has sole voting power with respect to 8,603,813 and sole dispositive power with respect to 9,614,290 shares. With respect to the information relating to Vulcan, the Company has relied on information supplied by Vulcan on a Schedule 13G/A filed with the SEC on February 15, 2019. The address of Vulcan is Three Protective Center, 2801 Highway 280 South, Suite 300, Birmingham, AL 35223. |

| | | | | | |

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

| | | | | | |

| Equity compensation plans approved by security holders | 1,273,688(1) | | 65.38 | | 12,787,571(2) |

| TOTAL | 1,273,688 | | 65.38 | | 12,853,938 |

| | | | | |

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

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

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

| David J. McLachlan | | 67,088 | | (*) |

| • | the 1999 Employee Long-Term Incentive Plan |

| Equity compensation plans not approved by security holders | 52,600 | | 7.13 | 142,027(3) |

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

1999 Employee Long-Term Incentive Plan

The 1999 Employee Plan provided for the grant of non-qualified stock options to purchase shares of the Company’s common stock to employees, other than officers and non-employee directors.

The term of these options may not exceed 10 years.

The 1999 Employee Plan contains provisions, which permit restrictions on vesting or transferability, as well as continued exercisability upon a participant’s termination of employment with the Company, of options granted thereunder.

The 1999 Employee Plan provides for full acceleration of the vesting of options granted thereunder upon a “change in control” of the Company, as defined in the 1999 Employee Plan.

The Board of Directors generally may amend, suspend or terminate the 1999 Employee Plan in whole or in part at any time; provided that any amendment that affects outstanding options be consented to by the holder of the options.

As of April 26, 2009, no additional grants were issuable under the 1999 Employee Long-Term Incentive Plan.

[removed: Certain] [added: *Certain] Relationships and Related [removed: Transactions:] [added: Transactions*:] Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since September [removed: 29, 2017,] [added: 28, 2018,] 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: Director Independence:] [added: *Director Independence*:] Each year, the Board of Directors reviews the relationships that each director has with the Company and with other parties.

After evaluating these factors, the Board of Directors has determined that a majority of the members of the Board of Directors, namely, [removed: Kevin L.][added: Alan S.]

Iyer, Christine King, David [removed: J.][added: P.]

Batey, Kevin L.

McLachlan, David P.

KPMG LLP provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2018] [added: 2019] 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: 2018.][added: 2019.]

| [removed: Fee Category] [added: Fee Category] | | [removed: Fiscal] [added: Fiscal] Year [removed: 2018 ($)] [added: 2019 ($)] | | [removed: %] [added: %] of Total [removed: (%)] [added: (%)] | | [removed: Fiscal] [added: Fiscal] Year [removed: 2017 ($)] [added: 2018 ($)] | | [removed: %] [added: %] of Total [removed: (%)] [added: (%)] | |

| Audit Fees(1) | | [removed: 2,479,090] [added: 2,315,150] | | [removed: 89.9] [added: 93.1] | | [removed: 1,741,700] [added: 2,479,090] | | [removed: 93.7] [added: 89.9] | |

| Tax Fees(2) | | [removed: 240,500] [added: 170,500] | | [removed: 8.7] [added: 6.9] | | [removed: 67,000] [added: 240,500] | | [removed: 3.6] [added: 8.7] | |

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

| [removed: Total Fees] [added: Total Fees] | | [removed: 2,758,090] [added: 2,485,650] | | [removed: 100] [added: 100] | | [removed: 1,858,260] [added: 2,758,090] | | [removed: 100] [added: 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: 2018] [added: 2019] and [removed: 2017.] [added: 2018.] Fiscal year [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] 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 [removed: advice] [added: 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: $230,000] [added: $160,000] and [removed: $57,000] [added: $230,000] of the total tax fees for fiscal years [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively. |

| (3) | All other fees for fiscal [removed: years] [added: year] 2018 [removed: and 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: 2018] [added: 2019] and fiscal year [removed: 2017.][added: 2018.]

[removed: PART IV][added: PART IV]

| | | | | | | | | | |

| | Report of Independent Registered Public Accounting Firm | Page [removed: 34] [added: 33] |

| | Consolidated Statements of Operations for the three years ended September [removed: 28, 2018] [added: 27, 2019] | Page [removed: 36] [added: 35] |

| | Consolidated Statements of Comprehensive Income for the three years ended September [removed: 28, 2018] [added: 27, 2019] | Page 38 |

| | Consolidated Balance Sheets at September [removed: 28, 2018,] [added: 27, 2019,] and September [removed: 29, 2017] [added: 28, 2018] | Page [removed: 38] [added: 37] |

| | Consolidated Statements of Cash Flows for the three years ended September [removed: 28, 2018] [added: 27, 2019] | Page [removed: 39] [added: 38] |

| | Consolidated Statements of Stockholders’ Equity for the three years ended September [removed: 28, 2018] [added: 27, 2019] | Page [removed: 40] [added: 39] |

| | Notes to Consolidated Financial Statements | Pages [removed: 41] [added: 40] through [removed: 62] [added: 57] |

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

| | Schedule II-Valuation and Qualifying Accounts | Page 70 |

[removed: EXHIBIT INDEX][added: EXHIBIT INDEX]

| [removed: Exhibit Number] [added: Exhibit Number] | [removed: Exhibit Description] [added: Exhibit Description] | [removed: Form] [added: Form] | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | [removed: Filed Herewith] [added: Filed Herewith] |

| [removed: File No.] [added: File No.] | [removed: Exhibit] [added: Exhibit] | [removed: Filing Date] [added: Filing Date] | | | | |

| [removed: 2.3] [added: 2.1] | [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 | |

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

| [removed: 10.2*] [added: 10.8*] | [Skyworks Solutions, Inc. [removed: 1999 Employee] [added: 2015] Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000095013502005681/b45002ssexv10wl.txt)] [added: Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412719000041/q319exhibit101.htm)] | [removed: 10-K] [added: 10-Q] | 001-05560 | [removed: 10.L] [added: 10.1] | [removed: 12/23/2002] [added: 8/7/2019] | |

| [removed: 10.3*] [added: 10.1*] | [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 | |

| [removed: 10.4*] [added: 10.2*] | [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 | |

| [removed: 10.5*] [added: 10.3*] | [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 | |

| [removed: 10.6*] [added: 10.4*] | [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 | |

| [removed: 10.7*] [added: 10.10*] | [Form of Performance Share Agreement under the Company’s [removed: 2005] [added: 2015] Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/a2005long-termincentivepla.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh103psaagreement.htm)] | 10-Q | 001-05560 | [removed: 10.C] [added: 10.3] | [removed: 1/31/2013] [added: 8/5/2015] | |

| [removed: 10.8*] [added: 10.11*] | [Form of Restricted Stock Unit Agreement under the Company’s [removed: 2005] [added: 2015] Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412714000020/ex101rsuagreement.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh104rsuagreement.htm)] | [removed: 8-K] [added: 10-Q] | 001-05560 | [removed: 10.1] [added: 10.4] | [removed: 5/9/2014] [added: 8/5/2015] | |

| [removed: 10.9*] [added: 10.5*] | [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412718000021/q218exhibit101amendedandre.htm) | 10-Q | 001-05560 | 10.1 | 5/4/2018 | |

| [removed: 10.10*] [added: 10.6*] | [Form of [removed: Restricted] [added: Nonstatutory] Stock [added: Option] Agreement under the Company’s 2008 Director Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10wnn.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm)] | 10-Q | 001-05560 | [removed: 10.NN] [added: 10.OO] | 5/7/2008 | |

| [removed: 10.11*] [added: 10.9*] | [Form of Nonstatutory Stock Option Agreement under the Company’s [removed: 2008 Director] [added: 2015] Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh102optionagreement.htm)] | 10-Q | 001-05560 | [removed: 10.OO] [added: 10.2] | [removed: 5/7/2008] [added: 8/5/2015] | |

| [removed: 10.12*] [added: 10.7*] | [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. [removed: 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh101-2015ltip.htm)] [added: Cash Compensation Plan for Directors](http://www.sec.gov/Archives/edgar/data/4127/000000412718000032/exhibit101cashcompensation.htm)] | 10-Q | 001-05560 | 10.1 | [removed: 8/5/2015] [added: 7/20/2018] | |

| [removed: 10.18*] [added: 10.12*] | [Fiscal Year [removed: 2018] [added: 2019] Executive Incentive [removed: Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412718000011/exh102-fy18eipv1redactedxu.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412719000013/exhibit101fy19executiveinc.htm)] | 10-Q | 001-05560 | [removed: 10.2] [added: 10.1] | [removed: 2/5/2018] [added: 2/6/2019] | |

| [removed: 10.20*] [added: 10.14*] | [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 | |

| [removed: 10.21*] [added: 10.15*] | [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 | |

| [removed: 10.22*] [added: 10.16*] | [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 | |

| [removed: 10.23*] [added: 10.17*] | [Change in Control / Severance Agreement, dated August 29, 2016, between the Company and Kris Sennesael](http://www.sec.gov/Archives/edgar/data/4127/000000412716000068/fy1610k903016ex1032sennesa.htm) | 10-K | 001-05560 | 10.32 | 11/22/2016 | |

| [removed: 10.24*] [added: 10.18*] | [Change in Control / Severance Agreement, dated November 10, 2016, between the Company and Robert J. Terry](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex102terrycicagreement.htm) | 10-Q | 001-05560 | 10.2 | 2/7/2017 | |

| [removed: 10.25*] [added: 10.19*] | [Change in Control / Severance Agreement, dated November 9, 2016, between the Company and Carlos S. Bori](http://www.sec.gov/Archives/edgar/data/4127/000000412717000033/fy1710k92917ex1027boricic.htm) | 10-K | 001-05560 | 10.27 | 11/13/2017 | |

| [removed: 10.26*] [added: 10.20*] | [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 | |

| 21 | [Subsidiaries of the [removed: Company](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/fy1810k9282018ex21.htm)] [added: Company](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k9272019ex21.htm)] | 10-K | 001-05560 | 21 | [removed: 11/15/2018] [added: 11/14/2019] | |

| 23.1 | [Consent of KPMG [removed: LLP](http://www.sec.gov/Archives/edgar/data/4127/000000412718000046/fy1810k92818ex231kpmgconse.htm)] [added: LLP](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex231kpmgconse.htm)] | 10-K | 001-05560 | 23.1 | [removed: 11/15/2018] [added: 11/14/2019] | |

| 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/4127/000000412718000046/fy1810k92818ex311.htm)] [added: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex311.htm)] | 10-K | 001-05560 | 31.1 | [removed: 11/15/2018] [added: 11/14/2019] | |

| 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/4127/000000412718000046/fy1810k92818ex312.htm)] [added: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex312.htm)] | 10-K | 001-05560 | 31.2 | [removed: 11/15/2018] [added: 11/14/2019] | |

| 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/4127/000000412719000005/a9-28x2018x10kaexhibit313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000009/a9-27x2019x10kaexhibit3.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/4127/000000412719000005/a9-28x2018x10kaexhibit314.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000009/a9-27x2019x10kaexhibit.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/4127/000000412718000046/fy1810k92818ex321.htm)] [added: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex321.htm)] | 10-K | 001-05560 | 32.1 | [removed: 11/15/2018] [added: 11/14/2019] | |

| 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/4127/000000412718000046/fy1810k92818ex322.htm)] [added: 2002](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex322.htm)] | 10-K | 001-05560 | 32.2 | [removed: 11/15/2018] [added: 11/14/2019] | |

[removed: SIGNATURES][added: SIGNATURES]

| Date: | January [removed: 25, 2019] [added: 27, 2020] | By: | /s/ Liam K. Griffin |

| 4.2 | [Description of Capital Stock](http://www.sec.gov/Archives/edgar/data/4127/000000412719000049/fy1910k92719ex42.htm) | 10-K | 001-05560 | 4.2 | 11/14/2019 | |

| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | |

| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | | | | X |

| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | X |

| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | X |

| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | X |

| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | X |

| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | | | | | |

| | | Registrant | |

| | | | Director |

| | | | | | | |

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

| 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 | |

| 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 | |

| 10.14* | [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 | |

| 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 | |

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