Skyworks Solutions (SWKS) 10-K/A risk factor changes: FY2021 vs FY2020

For the fiscal year ended October [removed: 2, 2020][added: 1, 2021]

| (949) | | | [removed: | | | | | |] 231-3000 | | | [removed: | | |]

| *(Registrant’s telephone number, including area code)* | | | | | | [removed: | | | | | | | | |]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price of the registrant’s common stock as reported on the Nasdaq Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter [removed: March 27, 2020)] [added: April 2, 2021)] was approximately [removed: $14.5] [added: $30.9] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January [removed: 22, 2021,] [added: 21, 2022,] was [removed: 164,900,017.][added: 166,691,622.]

This Amendment No. 1 amends the Annual Report on Form 10-K of Skyworks Solutions, Inc. (“Skyworks” or the “Company”), for the year ended October [removed: 2, 2020,] [added: 1, 2021,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 17, 2020] [added: 24, 2021] (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: 2021] [added: 2022] Annual Meeting of Stockholders is scheduled for May [removed: 12, 2021,] [added: 11, 2022,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.

| | | | | | |

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

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

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: 22, 2021:][added: 21, 2022:]

| Liam K. Griffin | | | | | | [removed: President,] [added: Chairman of the Board,] Chief Executive Officer and [removed: Director] [added: President] | | |

| [removed: *Christine King*,] [added: Christine King,] age [removed: 71,] [added: 72,] has been a director since 2014 and Lead Independent Director since 2019. Ms. King served as Executive Chairman of QLogic Corporation (a publicly traded developer of high performance server and storage networking connectivity products) from August 2015 until August 2016, when it was acquired by Cavium, Inc. Previously, she served as Chief Executive Officer of Standard Microsystems Corporation (a publicly traded developer of silicon-based integrated circuits utilizing analog and mixed-signal technologies) from 2008 until the company’s acquisition in 2012 by Microchip Technology, Inc. Prior to Standard Microsystems, Ms. King was Chief Executive Officer of AMI Semiconductor, Inc., a publicly traded company, from 2001 until it was acquired by ON Semiconductor Corp. in 2008. | | | | | | Other Public Company Boards Current [removed: •IDACORP, Inc. •Allegro MicroSystems, Inc.] [added: •None] Past 5 Years [added: •Allegro MicroSystems, Inc. (until 2021) •IDACORP, Inc. (until 2021)] •Cirrus Logic, Inc. (until 2018) [removed: •QLogic Corporation (until 2016)] | | |

[added: Qualifications:] We believe that Ms. King’s qualifications to serve as a director include her extensive management and operational experience in the high-tech and semiconductor industries as well as her significant strategic and financial expertise.

| [removed: *Liam] [added: Liam] K. [removed: Griffin*,] [added: Griffin,] age [removed: 54,] [added: 55,] is [removed: President and] [added: Chairman,] Chief Executive Officer and [removed: a director] [added: President] of the Company. Prior to his appointment as [removed: Chief Executive Officer and to] [added: Chairman of] the Board [removed: of Directors] in May [removed: 2016,] [added: 2021,] Mr. Griffin had served as [added: Chief Executive Officer and a director since May 2016 and as] President since May 2014. He served as Executive Vice President and Corporate General Manager from November 2012 to May 2014, Executive Vice President and General Manager, High Performance Analog from May 2011 to November 2012, and Senior Vice President, Sales and Marketing from August 2001 to May 2011. Previously, Mr. Griffin was employed by Vectron International, a division of Dover Corp., as Vice President of Worldwide Sales from 1997 to 2001 and as Vice President of North American Sales from 1995 to 1997. | | | | | | Other Public Company Boards Current [removed: •National] [added: •National] Instruments Corporation Past 5 Years [removed: •Vicor] [added: •Vicor] Corporation (until 2019) | | |

[added: Qualifications:] We believe that Mr. Griffin’s qualifications to serve as a director include his strong relationships with Skyworks’ key customers, investors, employees, and other stakeholders, as well as [removed: a] [added: his] deep understanding of the semiconductor industry and its competitive landscape gained through serving in several different executive positions at [removed: Skyworks.][added: Skyworks over the past two decades.]

| [removed: *Alan] [added: Alan] S. [removed: Batey*,] [added: Batey,] age [removed: 57,] [added: 58,] has been a director since 2019. 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. | | | | | | Other Public Company Boards Current •None Past 5 Years •None | | |

[added: Qualifications:] We believe that Mr. Batey’s qualifications to serve as a director include 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.

| [removed: *Kevin] [added: Kevin] L. [removed: Beebe*,] [added: Beebe,] age [removed: 61,] [added: 62,] has been a director since 2004. He has been President and Chief Executive Officer of 2BPartners, LLC (a partnership that provides strategic, financial, and operational advice to private equity investors and management) since 2007. In 2014, Mr. Beebe became a founding partner of Astra Capital Management (a private equity firm based in Washington, D.C.). Previously, beginning in 1998, he was Group President of Operations at ALLTEL Corporation (a telecommunications services company). | | | | | | Other Public Company Boards Current •SBA Communications Corporation •Frontier Communications [removed: Corporation •Altimar Acquisition Corporation] [added: Parent, Inc. (formerly Frontier Communications Corporation)] Past 5 Years [added: •Altimar Acquisition Corporation (until 2021) •Altimar Acquisition Corp. II (until 2021)] •NII Holdings, Inc. (until 2019) | | |

[added: Qualifications:] We believe that Mr. Beebe’s qualifications to serve as a director include his two decades of experience as an operating executive in the wireless telecommunications industry as well as his experience and relationships gained from advising leading private equity firms that are transacting business in the global capital markets.

| [removed: *Timothy] [added: Timothy] R. [removed: Furey*,] [added: Furey,] age [removed: 62,] [added: 63,] has been a director since 1998. He has been Chief Executive Officer of Integrated Smart Solutions (a provider of cloud-based IoT data analytics and energy management services for global commercial real estate investors and property management firms) since 2020. He also serves as Chairman of the Board of MarketBridge (a provider of digital marketing and predictive analytics solutions for enterprise technology, financial services, and consumer media companies). Mr. Furey founded MarketBridge and served as its Chief Executive Officer from 2000 to 2020. He is also Managing Partner of Decision Technology Group (an advisor [added: of] and investor in data-driven technology startups). | | | | | | Other Public Company Boards Current •None Past 5 Years •None | | |

[added: Qualifications:] We believe that Mr. Furey’s qualifications to serve as a director include his experience as Chief Executive Officer of MarketBridge, as well as his engagements with MarketBridge’s clients (many of which are Fortune 1000 companies), which provide him with a broad range of knowledge regarding business operations and growth strategies.

| [removed: *David] [added: David] P. [removed: McGlade*,] [added: McGlade,] age [removed: 60,] [added: 61,] has been a director since 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 2013. Mr. McGlade served as Executive Chairman of Intelsat from April 2015 to March 2018, prior to which he served as Chairman and Chief Executive Officer. Mr. McGlade joined Intelsat in April 2005 and was the Deputy Chairman of Intelsat from August 2008 until April 2013. Previously, Mr. McGlade served as an Executive Director of mmO2 PLC and as the Chief Executive Officer of O2 UK (a subsidiary of mmO2), a position he held from October 2000 until March 2005. | | | | | | Other Public Company Boards Current •Intelsat S.A. Past 5 Years •None | | |

[added: Qualifications:] We believe that Mr. McGlade’s qualifications to serve as a director include his significant operational, strategic, and financial acumen, as well as his knowledge about global capital markets, developed over more than three decades of experience in the telecommunications business.

| [removed: *Robert] [added: Robert] A. [removed: Schriesheim*,] [added: Schriesheim,] age [removed: 60,] [added: 61,] has been a director since 2006. He currently serves as chairman of Truax Partners LLC (a consulting firm). He served as Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (a publicly traded nationwide retailer) from August 2011 to October 2016. From January 2010 to October 2010, Mr. Schriesheim was Chief Financial Officer of Hewitt Associates, Inc. (a global human resources consulting and outsourcing company that was acquired by Aon Corporation). From October 2006 until December 2009, he was the Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (a publicly traded ERP software provider). | | | | | | Other Public Company Boards Current [removed: •Frontier Communications Corporation] •Houlihan Lokey, Inc. Past 5 Years [removed: •Forest City Realty Trust] [added: •Frontier Communications Corporation] (until [removed: 2018)] [added: 2021)] •NII Holdings, Inc. (until 2019) [added: •Forest City Realty Trust (until 2018)] | | |

[added: Qualifications:] We believe that Mr. Schriesheim’s qualifications to serve as a director include his extensive knowledge of the capital markets and corporate financial capital structures, his expertise evaluating and structuring [removed: merger and acquisition transactions within the technology sector, and his experience gained through leading companies through major strategic and financial corporate transformations.]

| [removed: *Kimberly] [added: Kimberly] S. [removed: Stevenson*,] [added: Stevenson,] age [removed: 58,] [added: 59,] has been a director since 2018. [removed: In] [added: From] January [removed: 2020,] [added: 2020 to August 2021,] Ms. Stevenson [removed: became] [added: served as] Senior Vice President and General Manager, Foundational Data Services Business Unit, at NetApp, Inc. (a publicly traded provider of cloud data services). From February 2019 to January 2020, she was a venture partner at RIDGE-LANE Limited Partners (a strategic advisory and venture development firm). 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 equipment, smartphones, and tablets) from May 2017 to October 2018. From September 2009 to February 2017, she served as a Corporate Vice President at Intel Corporation (a publicly traded semiconductor designer and 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. | | | | | | Other Public Company Boards Current [removed: •Boston Private Financial Holdings] •Mitek Systems, Inc. Past 5 Years [removed: •None] [added: •Boston Private Financial Holdings (until 2021)] | | |

[added: Qualifications:] We believe that Ms. Stevenson’s qualifications to serve as a director include her extensive senior management experience in the semiconductor and technology industries and her expertise on best practices within information systems and operational risk management.

Each of our directors will serve until the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

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

[removed: Bori*,] [added: Bori,] age [removed: 50,] [added: 51,] joined the Company in July 2013 and has served as Senior Vice President, Sales and Marketing, since November 2017.

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

[removed: Durham*,] [added: Durham,] age [removed: 52,] [added: 53,] joined the Company in April 2018 and is Senior Vice President, Human Resources.

[removed: *Kris Sennesael*,] [added: Kris Sennesael,] age [removed: 52,] [added: 53,] joined the Company in August 2016 and is Senior Vice President and Chief Financial Officer.

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

[removed: Terry*,] [added: Terry,] age [removed: 54,] [added: 55,] joined the Company in 2003 and has served as Senior Vice President, General Counsel and Secretary since November 2017.

| Reza Kasnavi | | | | | | Senior Vice President, Technology and Manufacturing | | |

merger and acquisition transactions within the technology sector, and his experience gained through leading companies through major strategic and financial corporate transformations.

Reza Kasnavi, age 48, joined the Company in 2010 and has served as Senior Vice President, Technology and Manufacturing, since November 2019.

He previously served as Vice President and General Manager, Open Market Platforms, from November 2012 to September 2018 and as the Vice President, Central Engineering and Quality, from September 2018 to November 2019.

Prior to joining Skyworks, Dr. Kasnavi spent 10 years as an investor and

executive with Tallwood Venture Capital (an investment firm focused on semiconductor-related technologies and markets), holding various leadership positions at several Tallwood portfolio companies including Sequoia Communications.

| | | | | | | | | |

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

| David J. Aldrich | | | | | | Chairman of the Board | | |

| *David J. Aldrich*, age 63, serves as Chairman of the Board, a position he has held since May 2014. Mr. Aldrich also served as Executive Chairman of the Company from May 2016 to May 2018, Chief Executive Officer from May 2014 to May 2016, and as President and Chief Executive Officer and as a director from April 2000 to May 2014. From September 1999 to April 2000, Mr. Aldrich served as President and Chief Operating Officer. From May 1999 to September 1999, he served as Executive Vice President, and from May 1996 to May 1999, he served as Vice President and General Manager of the semiconductor products business unit. Mr. Aldrich joined the Company in 1995 as Vice President, Chief Financial Officer and Treasurer. | | | | | | Other Public Company Boards Current •Belden Inc. •Acacia Communications, Inc. Past 5 Years •None | | |

We believe that Mr. Aldrich’s qualifications to serve as a director include his leadership experience, his strategic decision-making ability, his knowledge of the semiconductor industry, and his in-depth knowledge of Skyworks’ business.

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial Officer, and our three next most highly paid executive officers during our fiscal year ended October [removed: 2, 2020] [added: 1, 2021] (“fiscal year [removed: 2020”),] [added: 2021”),] 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: 2020,] [added: 2021,] our Named Executive Officers were:

Griffin, [removed: President and] [added: Chairman,] Chief Executive [removed: Officer;][added: Officer and President;]

The Compensation Committee, which is composed solely of independent directors within the meaning of applicable Nasdaq [removed: Rules, outside directors within the meaning of Section 162(m) of the Internal Revenue Code (“IRC”) (solely for purposes of administering any equity awards that may qualify as grandfathered performance-based compensation),] [added: Rules] 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.

The Compensation Committee sets compensation for the Named Executive Officers, including base salary, short-term incentives, and long-term stock-based incentives, at levels generally intended to be competitive with the compensation of comparable executives in semiconductor companies with which [removed: the Company competes] [added: we compete] for executive talent and to link the compensation of our Named Executive Officers to improvements in the Company’s financial performance and increases in stockholder value.

[removed: Company management also purchases published compensation and benefits surveys from Aon/Radford, and on occasion engages certain affiliates of Aon/Radford] [added: Radford] in various jurisdictions for services unrelated to executive compensation and benefits, engagements for which the Company’s management has not sought the Compensation Committee’s approval.

The fees paid to Aon/Radford and its affiliates in fiscal year [removed: 2020] [added: 2021] for these surveys and additional services did not exceed $120,000.

The Compensation Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and each of the other Named Executive Officers with “Comparator Group” data for each position and uses this comparison data to help inform 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*.” For fiscal year [removed: 2020,] [added: 2021,] the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon/Radford survey data of 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) data from the group of 16 publicly traded semiconductor companies listed below.

[removed: The Company’s] [added: Our] selected peer group [added: for fiscal year 2021] remained unchanged from that used by the Compensation Committee for the prior fiscal year.

The peer group includes many business competitors, as well as certain larger semiconductor companies with which [removed: the Company competes] [added: we compete] for executive talent.

After reviewing the Comparator Group data and considering the input of Aon/Radford, the Compensation Committee established (and the full Board of Directors was advised of) the base salary, short-term incentive target, and stock-based compensation for each Named Executive Officer for fiscal year [removed: 2020.][added: 2021.]

Aon/Radford advised the Compensation Committee that such components of executive compensation for fiscal year [removed: 2020] [added: 2021] were competitive for chief executive officers and other executive officers at companies of similar size and complexity in the semiconductor industry.

In determining the compensation of our Chief Executive Officer for fiscal year [removed: 2020,] [added: 2021,] 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 and incentivizing 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 [added: to the Company.]

For fiscal year [removed: 2020,] [added: 2021,] the Compensation Committee sought to make decisions that would result in each Named Executive Officer’s target total direct compensation being competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service.

The base salary for fiscal year [removed: 2020] [added: 2021] for each Named Executive Officer, as reflected in the table below, increased on average [removed: 5.8%] [added: 4.5%] from the Named Executive Officer’s base salary in fiscal year [removed: 2019,] [added: 2020,] with increases ranging from [removed: 5.0%] [added: 3.9%] to [removed: 6.1%.][added: 5.7%.]

| | | | [removed: FY2020] [added: FY2021] Base Salary ($) | | | [removed: FY2019] [added: FY2020] Base Salary ($) | | |

| Liam K. Griffin | | | [removed: 1,029,000] [added: 1,075,000] | | | [removed: 980,000] [added: 1,029,000] | | |

| Kris Sennesael | | | [removed: 530,000] [added: 560,000] | | | [removed: 500,000] [added: 530,000] | | |

| Carlos S. Bori | | | [removed: 457,000] [added: 475,000] | | | [removed: 431,000] [added: 457,000] | | |

| Robert J. Terry | | | [removed: 473,000] [added: 492,000] | | | [removed: 446,000] [added: 473,000] | | |

| Karilee A. Durham | | | [removed: 432,000] [added: 450,000] | | | [removed: 408,000] [added: 432,000] | | |

The Fiscal Year [removed: 2020] [added: 2021] Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December [removed: 17, 2019,] [added: 14, 2020,] was based on the Company’s achievement of corporate performance goals established on a semi-annual basis during fiscal year [removed: 2020.][added: 2021.]

[removed: This] [added: As with the prior year, this] approach proved to be [removed: particularly] appropriate for fiscal year [removed: 2020,] [added: 2021,] as the performance goals set by the Compensation Committee for the second performance period, as discussed below, [removed: also] reflected [removed: additional uncertainty in the Company’s] [added: a significantly improved] business outlook that [removed: had arisen as a result of the COVID-19 outbreak.][added: resulted from greater-than-expected increases in overall demand for our wireless connectivity products.]

[removed: After reviewing Comparator Group data, the] Compensation Committee determined that the target incentive under the Incentive Plan, as a percentage of base salary, for each of the Named Executive Officers should not be [removed: increased,] [added: changed,] as compared to the target incentives under the prior year’s short-term incentive plan.

The following table shows the range of short-term incentive compensation that each Named Executive Officer could earn in fiscal year [removed: 2020] [added: 2021] as a percentage of such executive officer’s annual base salary.

In December [removed: 2019] [added: 2020] and May [removed: 2020,] [added: 2021,] the Compensation Committee established performance goals for the applicable semi-annual performance period, with each executive eligible to earn up to half of his or her annual short-term incentive compensation with respect to each six-month period.

The target level performance goals were established by the Compensation Committee under the Incentive Plan after reviewing the Company’s historical operating results and growth rates as well as the Company’s expected future results relative to peers and were designed to require significant effort and operational success on the part of our executives and the [removed: Company to achieve them.][added: Company.]

The performance goals established under the Incentive Plan for fiscal year [removed: 2020] [added: 2021] were as [removed: follows (in millions):][added: follows:]

The Incentive Plan stipulated that payouts to executives following the end of the fiscal year, under either of the performance metrics, were conditioned upon the Company achieving [removed: a nominal level of] full-year non-GAAP operating income of [added: $650 million, which is increased from the] $500 [removed: million.][added: million threshold that applied for the prior fiscal year.]

The Compensation Committee retained the discretion to make payments, upon consideration of recommendations by the Chief Executive Officer, even if the threshold performance metrics were not met or if the nominal level of non-GAAP operating income was not [removed: met] [added: met,] or to make payments in excess of the maximum level if the Company’s performance exceeded the maximum metrics.

For the first half of fiscal year [removed: 2020,] [added: 2021,] the Company’s revenue and non-GAAP EBITDA achieved were [removed: $1,662] [added: $2,682] million and [removed: $729] [added: $1,226] million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to his or her maximum payment level, or 200% of the target payment level.

A payment of the target amount was made to each Named Executive Officer in May [removed: 2020,] [added: 2021,] with the remainder held back for potential payment following the completion [added: of the] fiscal year.

[removed: 2020,] [added: For] the [added: second half of fiscal year 2021, the] Company’s revenue and non-GAAP EBITDA achieved were [removed: $1,694] [added: $2,367] million and [removed: $728] [added: $1,050] million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to [removed: 200% of] his or her [added: maximum payment level, or 200% of the] target payment level.

In November [removed: 2020,] [added: 2021,] upon certifying that the nominal level of non-GAAP operating income had been achieved for the fiscal year, the Compensation Committee approved payment of the short-term incentive achieved with respect to the second performance period as well as payment of the remaining portion of the short-term incentive achieved with respect to the first performance period, which had been held back.

For fiscal year [removed: 2020,] [added: 2021,] the Compensation Committee made an annual stock-based compensation award to each of the Named Executive Officers on November [removed: 5, 2019,] [added: 11, 2020,] at a regularly scheduled Compensation Committee meeting.

*Fiscal Year [removed: 2020] [added: 2021] Stock-Based Compensation Awards*

In making annual stock-based compensation awards to executive officers for fiscal year [removed: 2020,] [added: 2021,] the Compensation Committee first reviewed the Comparator Group grant data by executive position.

The Compensation Committee used that data to inform its determination of a target dollar value for the long-term stock-based award for each executive officer, as set forth in the table below, targeting awards for fiscal year [removed: 2020] [added: 2021] that were competitive within the Comparator Group.

Each executive officer was granted a performance share award (“PSA”) and a restricted stock unit (“RSU”) award equivalent to sixty percent (60%) and forty percent (40%), respectively, of the dollar value of the executive’s fiscal year [removed: 2020] [added: 2021] stock-based award, calculating the number of shares subject to each award using the fair market value of the Company’s common stock on the date of such award and an assumption that the Company would achieve the “target” level of performance required to earn the PSA.

The Compensation Committee’s rationale for awarding PSAs is to further align the executive’s interest with those of [removed: the Company’s] [added: our] stockholders by using equity awards that will vest only if the Company achieves pre-established performance metrics, and we believe the Compensation Committee’s decision to award a portion of the PSAs subject to [removed: a] performance [removed: metric] [added: metrics] measured over a [removed: three-year] [added: multi-year] performance period more closely aligns the executive’s interests with those of [removed: the Company’s] [added: our] stockholders.

In evaluating and establishing our executive compensation policies and programs, our Compensation Committee values and actively considers the opinions expressed by our stockholders through the “say-on-pay” advisory vote at each annual stockholder meeting, as well as through our ongoing stockholder engagement efforts.

In order to better understand the lack of broad stockholder support for the “say-on-pay” proposal at our 2021 Annual Meeting of Stockholders, the chairman of our Compensation Committee, Ms. King, took a leading role in our formal post-meeting stockholder outreach, in which we solicited feedback on our fiscal year 2020 compensation program from more than thirty of our largest institutional stockholders representing approximately 51% of the Company’s shares outstanding.

Our Company management held subsequent engagement meetings with stockholders representing approximately 39% of the Company’s shares outstanding, including eight of our ten largest stockholders, with Ms. King joining more than a dozen meetings with stockholders representing approximately 34% of the Company’s shares outstanding.

During these conversations, our institutional stockholders generally expressed support for the Company’s strategy, performance, and management, with most stockholders who had voted against the “say-on-pay” proposal noting that such opposition had been primarily in response to the one-time stock-based compensation awards made to the Named Executive Officers in November 2019 to address significant retention concerns.

Many stockholders, while supporting the majority of the Company’s compensation policies, nonetheless suggested modifications to specific plan designs, including to the metrics and performance periods under the Company’s long-term stock-based compensation program.

The following changes were adopted after the conclusion of the Company’s fiscal year 2021, which is described in this “*Compensation Discussion and Analysis*” section, and therefore generally apply beginning with the Company’s fiscal year 2022 compensation program:

| November 2019 One-Time Awards | | | No one-time awards granted to Named Executive Officers in 2020 or 2021 and no future one-time grants anticipated | | |

| Long-Term Equity: FY 2022 Performance Share Award Design | | | Transitioned from design win metric (non-disclosable) to relative EBITDA margin metric (disclosable) | | |

| Extended performance period to two years for relative EBITDA margin metric | | | | | |

| Extended vesting period to two years for one-year emerging revenue growth metric | | | | | |

| Set target performance at 55th percentile of peer group for both relative EBITDA margin and total stockholder return (“TSR”) metrics | | | | | |

| Compensation Peer Group | | | Adjusted peer group to remove certain large comparator companies and improve comparability | | |

| Clawback Policy | | | Committed to adopting comprehensive clawback policy to align with forthcoming SEC rulemaking | | |

Company management also purchases published compensation and benefits surveys from Aon/Radford, and on occasion engages certain affiliates of Aon/

| Peer Group for Fiscal Year 2021 Compensation (1) | | | | | | | | | | | |

(1) For the Company’s fiscal year 2022 compensation program, we made adjustments to our peer group to improve comparability.

Specifically, we removed Applied Materials, Broadcom, and NVIDIA, all of which are significantly larger than the Company, as measured by multiple factors including market capitalization and annual revenue, and added Western Digital and NXP Semiconductors, both of which are more comparable in size to the Company.

Consistent with the plan structure from the prior fiscal year, the Incentive Plan was established with two six-month performance periods.

The Compensation Committee determined that semi-annual performance periods remained appropriate for fiscal year 2021 in light of continued uncertainties related to the COVID-19 pandemic.

After reviewing Comparator Group data, the

The threshold level performance goals established by the Compensation Committee under the Incentive Plan in each case exceeded the Company’s actual performance during the corresponding performance period during the prior fiscal year.

The performance goals established for the second half of fiscal year 2021 were based on the Company’s outlook in May 2021 for the remainder of the fiscal year, which included expectations for revenue and non-GAAP EBITDA that were significantly higher than the Company’s original operating plan, resulting in an upward adjustment to the metrics from the preliminary metrics discussed in December 2020.

| | | | Revenue | | | | | | Non-GAAP EBITDA | | | | | |

| (in millions) | | | 1st Half | | | 2nd Half | | | 1st Half | | | 2nd Half | | |

| Threshold | | | $1,700 | | | $2,018 | | | $730 | | | $855 | | |

| Target | | | $1,835 | | | $2,168 | | | $795 | | | $940 | | |

| Maximum | | | $1,900 | | | $2,318 | | | $825 | | | $1,025 | | |

In determining the Company’s performance for the second half of fiscal year 2021, the Company excluded all impacts to revenue and non-GAAP EBITDA resulting from the acquisition in July 2021 of Silicon Labs’ Infrastructure and Automotive business.

The following table shows the Company’s achievement under the Incentive Plan:

| | | | Revenue | | | | | | Non-GAAP EBITDA | | | | | |

| (in millions) | | | 1st Half | | | 2nd Half | | | 1st Half | | | 2nd Half | | |

| Threshold | | | $1,700 | | | $2,018 | | | $730 | | | $855 | | |

| Target | | | $1,835 | | | $2,168 | | | $795 | | | $940 | | |

| Maximum | | | $1,900 | | | $2,318 | | | $825 | | | $1,025 | | |

| Achieved | | | $2,682 | | | $2,367 | | | $1,226 | | | $1,050 | | |

| Liam K. Griffin | | | $11,000,000 | | | 45,874 | | | 30,583 | | |

| Kris Sennesael | | | $3,400,000 | | | 14,179 | | | 9,452 | | |

| Carlos S. Bori | | | $2,900,000 | | | 12,094 | | | 8,062 | | |

| Robert J. Terry | | | $2,700,000 | | | 11,260 | | | 7,506 | | |

| Karilee A. Durham | | | $1,900,000 | | | 7,923 | | | 5,282 | | |

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

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

to the Company.

The Compensation Committee moved to six-month performance periods for fiscal year 2020, as opposed to an annual performance period as in previous years, as a result of market uncertainty that existed in late 2019 related to the U.S.-China trade war, including restrictions on the Company’s ability to do business with Huawei Technology Co., Ltd., and certain of its affiliates (the “Trade War”), and its potential impacts on the Company’s financial results for fiscal year 2020.

The Compensation Committee concluded that establishing performance goals on a semi-annual basis in light of these uncertainties would best enable the Compensation Committee to establish meaningful and appropriate goals for each half of the year.

| | | | Threshold | | | Target | | | Maximum | | |

The performance goals established for the second half of fiscal year 2020 were based on the Company’s outlook in May 2020 for the remainder of the fiscal year and reflected the significant economic uncertainty associated with the COVID-19 outbreak, including an expectation of revenue for the second half of fiscal year 2020 lower than the Company’s original operating plan for the fiscal year.

| Company Metric | | | Threshold | | | Target | | | Maximum | | |

| Revenue – 1st Half | | | $1,400 | | | $1,550 | | | $1,660 | | |

| Revenue – 2nd Half | | | $1,400 | | | $1,500 | | | $1,600 | | |

| Non-GAAP EBITDA – 1st Half | | | $590 | | | $665 | | | $720 | | |

| Non-GAAP EBITDA – 2nd Half | | | $590 | | | $640 | | | $690 | | |

For the second half of fiscal year

At the same meeting, the Compensation Committee also approved the grant of a one-time, non-recurring stock-based compensation award to each of the Named Executive Officers in order to address retention concerns further discussed below and to align the long-term compensation opportunity for each Named Executive Officer with those of peer companies.

| Liam K. Griffin | | | $10,000,000 | | | 60,777 | | | 40,518 | | |

| Kris Sennesael | | | $3,200,000 | | | 19,448 | | | 12,965 | | |

| Carlos S. Bori | | | $2,700,000 | | | 16,410 | | | 10,940 | | |

| Robert J. Terry | | | $2,600,000 | | | 15,802 | | | 10,534 | | |

| Karilee A. Durham | | | $1,800,000 | | | 10,940 | | | 7,293 | | |

________________________

fair value of the PSAs being computed using a Monte Carlo simulation to value the portion of the award related to TSR percentile ranking, in accordance with the provisions of ASC 718.

*FY20 PSAs*

The Compensation Committee established the design win goals such that performance at the target level would exceed the Company’s performance relative to the prior year’s performance.

(2) For the FY20 PSAs related to TSR percentile ranking, the Compensation Committee changed the threshold percentage at which the award begins to become earned—to the 25th percentile from the 40th percentile as in prior years—after reviewing the practices of peer companies.

As a result of failing to achieve the threshold TSR percentile ranking metric, no shares were earned by the Named Executive Officers with respect to such performance metric, and all PSAs with respect to such performance metric were cancelled.

*One-Time, Non-Recurring Stock-Based Awards*

The Compensation Committee also granted each executive officer a one-time, non-recurring stock-based award at its meeting on November 5, 2019.

The purpose of these awards was to address significant executive retention concerns that came to light during the Compensation Committee’s planning for fiscal year 2020 compensation.

More specifically, the Compensation Committee reviewed analyses prepared by Aon/Radford showing that potential future payouts to the executive officers under the Company’s long-term incentive program were below the compensation opportunities an executive could expect upon leaving the Company and commencing similar employment at a company in the peer group.

In addition, the potential future payouts were below both the median of the peer group and Aon/Radford’s recommended level of potential long-term equity payouts.

The Compensation Committee noted that due to aggressive metric setting under the Company’s long-term incentive programs—as well as the occurrence of external events beyond the Company’s control, including the Trade War—actual payouts under the Company’s long-term incentive program had also lagged behind peer companies in recent years (including when adjusting for historical performance).

At the same time, the Compensation Committee recognized that competition for executive talent had increased significantly in the semiconductor industry.

As a result of its analysis of these various factors, the Compensation Committee determined that it was in the best interests of the Company and its stockholders to enhance retention by making one-time, non-recurring stock-based awards.

For Mr. Griffin, the Company’s Chief Executive Officer, the one-time, non-recurring stock-based award consisted of a PSA that, like the FY20 PSAs, has both “performance” and “continued employment” conditions that must be met in order for him to receive shares underlying the award, as follows:

| Value of PSA Award | | | Number of Shares Subject to PSAs, at Target (1) | | |

| $5,000,000 | | | 50,648 | | |

The “performance” condition of the PSA award measures the Company’s non-GAAP EBITDA margin achieved relative to the 16 peer companies listed above during a two-year performance period comprising the Company’s fiscal years 2020 and 2021, with half of the total award available to be earned with respect to each fiscal year within the performance period.

For purposes of the award, non-GAAP EBITDA margin is calculated by dividing non-GAAP EBITDA by revenue for the applicable fiscal year, where non-GAAP EBITDA is defined as non-GAAP operating income, plus depreciation and amortization, for the applicable fiscal year.

With respect to the Company and each peer group company, non-GAAP EBITDA and revenue are calculated based on publicly reported financial information for the applicable fiscal year (which for the peer companies consists of the four-quarter period that ends closest to, but not later than, the end of the Company’s applicable fiscal year).

When calculating the Company’s non-GAAP EBITDA margin, the impact of any acquisition or disposition occurring within the applicable fiscal year is excluded if the revenue attributable to such acquisition or disposition exceeds $50 million during such period.

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January [removed: 22, 2021,] [added: 21, 2022,] 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: 22, 2021;] [added: 21, 2022;] (ii) the Named Executive Officers (as defined above in Item 11 “*Executive Compensation*”); (iii) each director and nominee for director; and (iv) all current executive officers and directors of the Company, as a group.

As of January [removed: 22, 2021,] [added: 21, 2022,] there were [removed: 164,900,017] [added: 166,691,622] 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: 22, 2021,] [added: 21, 2022,] are deemed outstanding.

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

| The Vanguard Group, Inc. | | | [removed: | | | 18,909,311(3)] [added: 17,911,518(3)] | | | [removed: 11.47%] [added: 10.75%] | | |

| Alan S. Batey | | | [removed: | | | 841] [added: 3,821] | | | (*) | | |

| Kevin L. Beebe | | | [removed: | | | 55,717] [added: 56,870] | | | (*) | | |

| Carlos S. Bori | | | [removed: | | | 47,944(5)] [added: 25,818(5)] | | | (*) | | |

| Karilee A. Durham | | | [removed: | | | 9,810] [added: 13,632] | | | (*) | | |

| Timothy R. Furey | | | [removed: | | | 18,618] [added: 18,758] | | | (*) | | |

| Liam K. Griffin | | | [removed: | | | 69,921(5)] [added: 108,424(5)] | | | (*) | | |

| Christine King | | | [removed: | | | 15,855] [added: 17,995] | | | (*) | | |

| David P. McGlade | | | [removed: | | | 37,792] [added: 39,932] | | | (*) | | |

| Robert A. Schriesheim | | | [removed: | | | 77,278] [added: 80,418] | | | (*) | | |

| Kimberly S. Stevenson | | | [removed: | | | 3,639] [added: 6,451] | | | (*) | | |

| Robert J. Terry | | | [removed: | | | 11,652(5)] [added: 9,177(5)] | | | (*) | | |

| All current directors and executive officers as a group (13 persons) | | | [removed: | | | 602,384(5)] [added: 521,189(5)] | | | (*) | | |

(1) Unless otherwise set forth in the following notes, each person’s address is the address of [removed: the Company’s] [added: our] principal executive offices at Skyworks Solutions, Inc., 5260 California Avenue, Irvine, CA 92617, and stockholders have sole voting and sole investment power with respect to the shares, except to the extent such power may be shared by a spouse or otherwise subject to applicable community property laws.

(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: 22, 2021] [added: 21, 2022] (the “Current Options”), as follows: Mr. [removed: Bori—15,938] [added: Griffin—13,211] shares under Current Options; Mr. [removed: Griffin—13,211] [added: Sennesael—52,770] shares under Current Options; Mr. [removed: Sennesael—52,770] [added: Terry—502] shares under Current Options; [removed: Mr. Terry—502][added: current directors and executive officers as a group (13 persons)—66,483 shares under Current Options.]

[removed: The table does not reflect the number of shares of] Company common stock to be issued pursuant to unvested restricted stock units (the “Unvested RSUs”) and earned, but unissued, performance share awards subject to time-based vesting only (the “Unvested PSAs”) that are not scheduled to vest within sixty (60) days of January [removed: 22, 2021,] [added: 21, 2022,] as follows: Mr. [removed: Aldrich—2,140 shares under Unvested RSUs; Mr. Batey—3,820] [added: Batey—1,924] shares under Unvested RSUs; Mr. [removed: Beebe—2,140] [added: Beebe—1,084] shares under Unvested RSUs; Mr. [removed: Bori—32,556] [added: Bori—24,539] shares under Unvested RSUs and [removed: 8,204] [added: 20,680] shares under Unvested PSAs; Ms. [removed: Durham—26,316] [added: Durham—18,815] shares under Unvested RSUs and [removed: 5,468] [added: 12,137] shares under Unvested PSAs; Mr. [removed: Furey—2,140] [added: Furey—1,084] shares under Unvested RSUs; Mr. [removed: Griffin—91,364] [added: Griffin—87,108] shares under Unvested RSUs and [removed: 81,036] [added: 70,656] shares under Unvested PSAs; Ms. [removed: King—2,140] [added: King—1,084] shares under Unvested RSUs; Mr. [removed: McGlade—2,140] [added: McGlade—1,084] shares under Unvested RSUs; Mr. [removed: Schriesheim—2,140] [added: Schriesheim—1,084] shares under Unvested RSUs; Mr. [removed: Sennesael—36,719] [added: Sennesael—27,002] shares under Unvested RSUs and [removed: 9,724] [added: 22,152] shares under Unvested PSAs; Ms. [removed: Stevenson—2,812] [added: Stevenson—1,084] shares under Unvested RSUs; Mr. [removed: Terry—26,946] [added: Terry—20,986] shares under Unvested RSUs and [removed: 7,900] [added: 17,679] shares under Unvested PSAs; current directors and executive officers as a group (13 [removed: persons)—233,373] [added: persons)—211,404] shares under Unvested RSUs and [removed: 112,332] [added: 164,818] shares under Unvested PSAs.

(3) Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to [removed: 252,011] [added: zero] shares, shared voting power with respect to [removed: 45,766] [added: 272,990] shares, sole dispositive power with respect to [removed: 18,624,467 shares] [added: 17,183,878 shares,] and shared dispositive power with respect to [removed: 284,844] [added: 727,640] shares.

With respect to the information relating to Vanguard, [removed: the Company has] [added: we have] relied on information supplied by Vanguard on a Schedule 13G/A filed with the SEC on February [removed: 12, 2020.][added: 10, 2021.]

(4) Consists of shares beneficially owned by BlackRock, Inc. (“BlackRock”), in its capacity as a parent holding company of various subsidiaries under Rule [removed: 13d-1(b)(1)(ii)(G).][added: 13d1(b)(1)(ii)(G).]

In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to [removed: 11,762,673] [added: 13,187,489] shares and sole dispositive power with respect to [removed: 13,702,500] [added: 15,290,274] shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. With respect to the information relating to BlackRock and its affiliated entities, [removed: the Company has] [added: we have] relied on information supplied by BlackRock on a Schedule 13G/A filed with the SEC on February [removed: 6, 2020.][added: 1, 2021.]

(5) Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January [removed: 22, 2021.][added: 21, 2022.]

As of October [removed: 2, 2020,] [added: 1, 2021,] the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

The following table presents information about these plans as of October [removed: 2, 2020.][added: 1, 2021.]

| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights [removed: (#) (a)] [added: (#)(a)] | | | Weighted Average Exercise Price of Outstanding Options, [removed: Warrants] [added: Warrants,] and Rights [removed: ($) (b)] [added: ($)(b)] | | | 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: 362,866(1)] [added: —] | | | [removed: 70.28] [added: —] | | | [removed: 12,418,077(2)] [added: 344,841(3)] | | |

| Equity compensation plans [removed: not] approved by security holders | | | [removed: —] [added: 187,254(1)] | | | [removed: —] [added: 74.68] | | | [removed: 395,441(3)] [added: 15,929,067(2)] | | |

(1) Excludes [removed: 1,777,198] [added: 1,774,893] unvested shares under restricted stock and RSU awards and [removed: 1,107,377] [added: 908,623] unvested shares under PSAs, which [removed: figure] [added: number] assumes achievement of performance goals under [removed: the FY20] [added: outstanding] PSAs at target levels.

(2) Includes [removed: 1,426,186] [added: 1,298,961] shares available for future issuance under the 2002 Employee Stock Purchase Plan, [removed: 10,398,828] [added: 14,048,425] shares available for future issuance under the 2015 Long-Term Incentive Plan, and [removed: 593,063] [added: 581,681] shares available for future issuance under the 2008 Director Long-Term Incentive Plan.

[removed: The Company maintains] [added: We maintain] 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.

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

| | | | | | | | | |

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

| BlackRock, Inc. | | | 15,290,274(4) | | | 9.17% | | |

| Kris Sennesael | | | 129,189 | | | (*) | | |

The table does not reflect the number of shares of

| TOTAL | | | 187,254 | | | 74.68 | | | 16,273,908 | | |

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

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

| BlackRock, Inc. | | | | | | 13,702,500(4) | | | 8.31% | | |

| David J. Aldrich | | | | | | 148,296(5) | | | (*) | | |

| Kris Sennesael | | | | | | 105,021 | | | (*) | | |

shares under Current Options; current directors and executive officers as a group (13 persons)—82,421 shares under Current Options.

| TOTAL | | | 362,866 | | | 70.28 | | | 12,813,518 | | |

*Certain Relationships and Related Transactions*: Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since [removed: September 28, 2019,] [added: October 3, 2020,] 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: In January 2008, the] [added: Our] Board of Directors [added: has] adopted a written related person transaction approval [removed: policy, which was amended in November 2018, and which] [added: policy that] sets forth the Company’s policies and procedures for the review, [removed: approval] [added: approval,] or ratification of any transaction required to be reported in its filings with the SEC.

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

KPMG LLP provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2020] [added: 2021] 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: 2020.][added: 2021.]

| Fee Category | | | [removed: | | |] Fiscal Year [removed: 2020] [added: 2021] ($) | | | % of Total (%) | | | Fiscal Year [removed: 2019] [added: 2020] ($) | | | % of Total (%) | | |

| Audit Fees(1) | | | [removed: | | | 2,437,150] [added: 2,656,000] | | | [removed: 95.5] [added: 92.7] | | | [removed: 2,315,150] [added: 2,437,150] | | | [removed: 93.1] [added: 95.5] | | |

| Tax Fees(2) | | | [removed: | | | 115,115] [added: 210,000] | | | [removed: 4.5] [added: 7.3] | | | [removed: 170,500] [added: 115,115] | | | [removed: 6.9] [added: 4.5] | | |

| Total Fees | | | [removed: | | | 2,552,265] [added: 2,866,000] | | | 100 | | | [removed: 2,485,650] [added: 2,552,265] | | | 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 [removed: locations] [added: locations,] and audit procedures related to acquisition activity during fiscal years [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Fiscal year [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act.

Fiscal year [added: 2021 and] 2020 audit fees also included fees for the review of registration statement auditor consents to incorporate by reference prior year financial statement opinions in Form [added: S-3 and Form] S-8 [removed: filings.][added: filings, respectively.]

Tax compliance services, which primarily relate to the review of our U.S. tax [removed: returns and certain trade and customs forms,] [added: returns,] accounted for [removed: $104,615] [added: $210,000] and [removed: $160,000] [added: $104,615] of the total tax fees for fiscal years [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year [removed: 2020] [added: 2021] and fiscal year [removed: 2019.][added: 2020.]

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

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

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

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

| | | | Report of Independent Registered Public Accounting Firm | | | Page [removed: 36] [added: 37] | | |

| | | | Consolidated Statements of Operations for the three years ended October [removed: 2, 2020] [added: 1, 2021] | | | Page [removed: 38] [added: 39] | | |

| | | | Consolidated Statements of Comprehensive Income for the three years ended October [removed: 2, 2020] [added: 1, 2021] | | | Page [removed: 39] [added: 40] | | |

| | | | Consolidated Balance Sheets at October [removed: 2, 2020,] [added: 1, 2021,] and [removed: September 27, 2019] [added: October 2, 2020] | | | Page [removed: 40] [added: 41] | | |

| | | | Consolidated Statements of Cash Flows for the three years ended October [removed: 2, 2020] [added: 1, 2021] | | | Page [removed: 41] [added: 42] | | |

| | | | Consolidated Statements of Stockholders’ Equity for the three years ended October [removed: 2, 2020] [added: 1, 2021] | | | Page [removed: 42] [added: 43] | | |

| | | | Notes to Consolidated Financial Statements | | | Pages [removed: 43] [added: 44] through [removed: 60] [added: 63] | | |

| 3. | | | The Exhibits listed in the Exhibit Index immediately following [added: this] Item [removed: 16] [added: 15] are filed as a part of this Annual Report on Form 10-K. | | | | | |

EXHIBIT INDEX

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

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

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

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

| 2.1^ | | | [Asset Purchase Agreement, dated as of April 22, 2021, by and between Skyworks Solutions Inc., and Silicon Laboratories Inc.](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921053805/tm2113063d1_ex2-1.htm) | | | 8-K | | | 001-05560 | | | 2.1 | | | 4/22/2021 | | | | | |

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

| 3.2 | | | [Third Amended and Restated By-laws, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412718000011/exh31-thirdamendedandresta.htm) | | | 10-Q | | | 001-05560 | | | 3.1 | | | 4/30/2021 | | | | | |

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

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

| 4.3 | | | [Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921072130/tm2115447d6_ex4-1.htm) | | | 8-K | | | 001-05560 | | | 4.1 | | | 5/26/2021 | | | | | |

| 4.4 | | | [First Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921072130/tm2115447d6_ex4-2.htm) | | | 8-K | | | 001-05560 | | | 4.2 | | | 5/26/2021 | | | | | |

| 4.5 | | | [Second Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921072130/tm2115447d6_ex4-3.htm) | | | 8-K | | | 001-05560 | | | 4.3 | | | 5/26/2021 | | | | | |

| 4.6 | | | [Third Supplemental Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921072130/tm2115447d6_ex4-4.htm) | | | 8-K | | | 001-05560 | | | 4.4 | | | 5/26/2021 | | | | | |

| 10.1* | | | [Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex1012002esppmay2020.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 7/24/2020 | | | | | |

| 10.2* | | | [Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex102nqesppmay2020.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 7/24/2020 | | | | | |

| 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 | | | | | |

| 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 | | | | | |

| 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 | | | | | |

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

| 10.7* | | | [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 | | | | | |

| 10.8* | | | [Skyworks Solutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412721000050/q321exhibit102.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 7/30/2021 | | | | | |

| 10.9* | | | [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 | | | | | |

| 10.10* | | | [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 | | | | | |

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

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

| 10.11* | | | [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 | | | | | |

| 10.12*^ | | | [Fiscal Year 2021 Executive Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412721000013/q121exhibit101.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 1/29/2021 | | | | | |

| 10.13* | | | [Skyworks Solutions, Inc. Cash Compensation Plan for Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412720000027/q220exhibit101.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 5/5/2020 | | | | | |

| 10.14* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 11, 2016, between the Company and Liam Griffin](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit102griffincicag.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 8/3/2016 | | | | | |

| 10.15* | | | [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 | | | | | |

| 10.16* | | | [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 | | | | | |

| 10.17* | | | [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 | | | | | |

| 10.18* | | | [Change in Control / Severance Agreement, dated April 13, 2018, between the Company and Kari A. Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412720000007/q120exhibit102.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 1/24/2020 | | | | | |

| 10.19 | | | [Debt Commitment Letter, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and JPMorgan Chase Bank, N.A](https://www.sec.gov/Archives/edgar/data/4127/000110465921053805/tm2113063d1_ex10-1.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 4/22/2021 | | | | | |

| 10.20^ | | | [Term Credit Agreement, dated as of May 21, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-1.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 5/26/2021 | | | | | |

| 10.21^ | | | [Revolving Credit Agreement, dated as of May 21, 2021, among the Company, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-2.htm) | | | 8-K | | | 001-05560 | | | 10.2 | | | 5/26/2021 | | | | | |

| 21 | | | [Subsidiaries of the Company](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex21.htm) | | | 10-K | | | 001-05560 | | | 21 | | | 11/24/2021 | | | | | |

| 23.1 | | | [Consent of KPMG LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110121ex231kpmgconsent.htm) | | | 10-K | | | 001-05560 | | | 23.1 | | | 11/24/2021 | | | | | |

| 31.1 | | | [Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex311.htm) | | | 10-K | | | 001-05560 | | | 31.1 | | | 11/24/2021 | | | | | |

None

EXHIBIT INDEX

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

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

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

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

| 2.1 | | | [Agreement and Plan of Merger dated as of 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 | | | | | |

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

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

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

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

| 10.1* | | | [Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex1012002esppmay2020.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 7/24/2020 | | | | | |

| 10.2* | | | [Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412720000046/ex102nqesppmay2020.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 7/24/2020 | | | | | |

| 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 | | | | | |

| 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 | | | | | |

| 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 | | | | | |

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

| 10.7* | | | [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 | | | | | |

| 10.8* | | | [Skyworks Solutions, Inc. 2015 Long-Term Incentive Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412719000041/q319exhibit101.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 8/7/2019 | | | | | |

| 10.9* | | | [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 | | | | | |

| 10.10* | | | [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 | | | | | |

| 10.11* | | | [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 | | | | | |

| 10.12* | | | [Fiscal Year 2020 Executive Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412720000007/q120exhibit101.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 1/24/2020 | | | | | |

| 10.13* | | | [Skyworks Solutions, Inc. Cash Compensation Plan for Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412720000027/q220exhibit101.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 5/5/2020 | | | | | |

| 10.14* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 11, 2016, between the Company and Liam Griffin](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit102griffincicag.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 8/3/2016 | | | | | |

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

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

| 10.15* | | | [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 | | | | | |

| 10.16* | | | [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 | | | | | |

| 10.17* | | | [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 | | | | | |

| 10.18* | | | [Change in Control / Severance Agreement, dated April 13, 2018, between the Company and Kari A. Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412720000007/q120exhibit102.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 1/24/2020 | | | | | |

| 21 | | | [Subsidiaries of the Company](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex21.htm) | | | 10-K | | | 001-05560 | | | 21 | | | 11/17/2020 | | | | | |

| 23.1 | | | [Consent of KPMG LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010220ex231kpmgcons.htm) | | | 10-K | | | 001-05560 | | | 23.1 | | | 11/17/2020 | | | | | |

| 31.1 | | | [Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex311.htm) | | | 10-K | | | 001-05560 | | | 31.1 | | | 11/17/2020 | | | | | |

| 31.2 | | | [Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex312.htm) | | | 10-K | | | 001-05560 | | | 31.2 | | | 11/17/2020 | | | | | |

| 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 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000015/a10-2x2020x10kaexhibit313.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 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000015/a10-2x2020x10kaexhibit314.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 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex321.htm) | | | 10-K | | | 001-05560 | | | 32.1 | | | 11/17/2020 | | | | | |

| 32.2 | | | [Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412720000058/fy2010k10220ex322.htm) | | | 10-K | | | 001-05560 | | | 32.2 | | | 11/17/2020 | | | | | |

| 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. | | | | | | | | | | | | | | | | | |