Skyworks Solutions (SWKS) 10-K risk factor changes: FY2016 vs FY2015

[removed: Although we believe that the market for our semiconductor products has stabilized to some extent, continued uncertainty] [added: Uncertainty] and economic weakness could result in a market contraction and, as a result, our business, financial condition and results of operations would likely be materially and adversely affected.

| • | market acceptance of our products and our customers, [added: and] |

In fiscal [added: 2016 and fiscal] 2014, two customers each accounted for greater than ten percent of our net revenue.

For further discussion see [Note [removed: 16](#s6779EC8AE53ED918A569B3A8692312CA)] [added: 16](#s327FE0D9D5C41441B393E5D969A51B09)] to Item 8 of this Annual Report on Form 10-K.

We compete with international and United States semiconductor manufacturers of all sizes in terms of resources and market share, [removed: including] [added: including, but not limited to,] Analog Devices, [removed: Avago Technologies, Linear Technology,] [added: Broadcom,] Maxim Integrated Products, Murata Manufacturing, [removed: NXP,] [added: NXP Semiconductors,] QUALCOMM, and Qorvo.

| • | rapid time-to-market and product [removed: ramp,] [added: ramps,] |

The semiconductor industry generally and, in particular, many of the markets into which we sell our [removed: products] [added: products,] are highly cyclical and characterized by constant and rapid technological change, continuous product evolution, price erosion, evolving technical standards, short product life cycles, increasing demand for higher levels of integration, increased miniaturization, reduced power consumption and wide fluctuations in product supply and demand.

If Original Equipment [removed: Manufacturers,] [added: Manufacturers] or OEMs, and Original Design Manufacturers, or ODMs, of communications electronics products do not design our products into their equipment, we will have difficulty selling those products.

[added: Moreover, a “design win”] from a customer does not guarantee future sales to that customer.

[removed: As] [added: Furthermore, as] a result of [removed: this] [added: our] lengthy [added: product development and] sales cycle, we may incur significant research and development expenses, and selling, general and administrative [removed: expenses, before we generate the related revenue for these products.]

[added: Our manufacturing operations may also face pressures arising from the compression of product life cycles, which may] require us to manufacture new products faster and for shorter periods while maintaining acceptable manufacturing yields and quality without, in many cases, reaching the longer-term, high-volume manufacturing conducive to higher manufacturing yields and declining costs.

Our foundries may not be able to effectively manage the transition or we may not be able to maintain our [removed: foundry relationships.][added: relationships with independent wafer fabrication facilities, called foundries.]

We rely upon [removed: independent wafer fabrication facilities, called foundries,] [added: foundries] to provide silicon-based products and to supplement our gallium arsenide wafer manufacturing capacity.

If any of these subcontractors experiences capacity constraints or financial difficulties, suffers any damage to its facilities, experiences power outages or any other disruption of assembly or testing [added: capacity, we may not be able to obtain alternative assembly and testing services in a timely manner and/or at cost-competitive rates.]

While we do not typically rely on a single source of supply for our raw materials, we are currently dependent on a limited [removed: number of sole-source suppliers.]

In addition, if a customer encounters financial difficulties of its own as a result of a change in demand or for any other reason, the customer’s ability to make timely payments against our accounts [removed: receivables] [added: receivable] could be impaired.

[removed: Finally, we maintain wafer fabrication facilities in] Kadoma, Japan and Osaka, Japan, as well as packaging, assembly and test facilities in Mexicali, Mexico and in Singapore.

| • | changes in current or future tax law or regulations or new interpretations thereof, by federal or state agencies or foreign [removed: governments,] [added: governments (including changes proposed in certain countries in Europe and elsewhere regarding corporate taxes, transfer pricing, and tax treaty provisions),] |

| • | restrictions on our ability to repatriate foreign earnings and / or funds and the unfavorable tax impactions related to [added: the same.] |

Some of the countries in which we operate [removed: and/or] [added: and] seek to expand are in emerging markets where legal systems may be less developed or familiar to us.

In addition, changes in the political environment, governmental policies or United States-China relations could result in revisions to laws or regulations or their interpretation and enforcement, exposure of our proprietary intellectual property, increased [removed: taxation, restrictions on imports, import duties or currency revaluations, which could have an adverse effect on our business plans and operating results.]

Changes in tax regulations [removed: and/or] [added: and] changes in the favorable tax status of our subsidiary in Singapore could have an adverse impact on our operating results.

To the extent the tax laws and regulations in these various countries and localities could change, our tax liability in general could [removed: increase or our tax saving strategies could be threatened.][added: increase.]

[removed: Environmental] [added: Furthermore, environmental] regulations often require parties to fund remedial action for violations of such regulations regardless of fault.

[removed: Furthermore,] [added: In addition,] our customers increasingly require warranties or indemnity relating to compliance with environmental regulations.

In addition to the provisions in our certificate of incorporation and by-laws, Section 203 of the Delaware General Corporation Law generally provides that a corporation may not engage in any business combination with any interested stockholder during the three-year period following the time that such stockholder becomes an interested stockholder, unless a majority of the directors then in office approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder [added: or specified stockholder approval requirements are met.]

The theft, unauthorized use or publication of our intellectual property and/or confidential business information by third parties or by [removed: Skyworks] [added: our] employees could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business.

In addition, we expect to devote [removed: additional] [added: significant] resources to the security of our information technology systems.

| • | increasing industry consolidation among our competitors, |

| • | instability in global credit and financial markets, |

As a result of industry consolidation, certain competitors may be able to further exploit such benefits to strengthen their competitive position.

expenses, without generating the anticipated revenue associated with these products.

number of sole-source suppliers.

Finally, we maintain wafer fabrication facilities in

taxation, restrictions on imports, import duties or currency revaluations, which could have an adverse effect on our business plans and operating results.

| • | our ability to continue to generate revenues by licensing and/or selling non-core intellectual property, and |

Disruptions in global credit and financial markets could materially and adversely affect our business and results of operations.

Current uncertainties regarding the stability of global credit and financial markets may lead consumers and businesses to postpone spending, which may cause our customers to cancel, decrease or delay their existing and future orders for our products and make it difficult for us to accurately forecast and plan our future business activities.

Uncertainty regarding the future stability of the Euro Zone could cause the value of the Euro to deteriorate, thus reducing the purchasing power and demand from of our European customers.

In addition, financial difficulties experienced by our suppliers, customers or distributors could result in product delays and increased accounts receivable defaults.

During the past few years, many governments adopted stimulus or spending programs designed to ease the economic impact of the crisis.

Some of our businesses benefited from these stimulus programs and there can be no assurance that such programs will continue in the future.

If economic conditions deteriorate, we may record additional charges relating to restructuring costs or the impairment of assets and our business and results of operations could be materially and adversely affected.

Moreover, a “design win”

Lengthy product development and sales cycles associated with many of our products may result in significant expenditures before generating any revenues related to those products.

After one of our products has been developed, tested and manufactured, our customers may need three to six months or longer to integrate, test and evaluate that product and an additional three to six months or more to begin volume production of equipment that incorporates the product.

This lengthy cycle time increases the possibility that a customer may decide to cancel or change product plans, which could reduce or eliminate our sales to that customer.

Furthermore, we may never generate the anticipated revenues from a product after incurring such expenses if our customer cancels or changes its product plans.

Our manufacturing operations may also face pressures arising from the compression of product life cycles, which may

capacity, we may not be able to obtain alternative assembly and testing services in a timely manner and/or at cost-competitive rates.

the same.

We may be liable for penalties under environmental laws, rules and regulations, which could adversely impact our business.

We have used, and will continue to use, a variety of chemicals and compounds in manufacturing operations and have been and will continue to be subject to a wide range of environmental protection regulations in the United States and in foreign countries.

Current or future regulation of the materials necessary for our products may have a material adverse effect on our business, financial condition and results of operations.

If wireless devices pose safety risks, we may be subject to new regulations, and demand for our solutions and those of our licensees and customers may decrease.

Concerns over the effects of radio frequency emissions, even if unfounded, may have the effect of discouraging the use of wireless devices, which may decrease demand for our solutions and those of our licensees and customers.

In recent years, the Federal Communications Committee (“FCC”) and foreign regulatory agencies have updated the guidelines and methods they use for evaluating radio frequency emissions from radio equipment, including wireless phones and other wireless devices.

In addition, interest groups have requested that the FCC investigate claims that wireless communications technologies pose health concerns and cause interference with airbags, hearing aids and medical devices.

Concerns have also been expressed over the possibility of safety risks due to a lack of attention associated with the use of wireless devices while driving.

Any legislation that may be adopted in response to these expressions of concern could reduce demand for wireless communications devices that contain our products.

Our gallium arsenide semiconductors may cease to be competitive with silicon alternatives.

Among our product portfolio, we manufacture and sell gallium arsenide semiconductor devices and components, principally power amplifiers and switches.

The production of gallium arsenide integrated circuits is often more costly than the production of silicon circuits.

The cost differential is due to higher costs of raw materials for gallium arsenide and higher unit costs associated with smaller sized wafers and lower production volumes.

Further, silicon based designs offer alternatives within the system architecture which are unavailable for gallium arsenide based designs.

Therefore, to remain competitive, we must offer gallium arsenide products that provide superior performance over silicon-based alternatives.

Although we manufacture and sell silicon-based power amplifiers, if we do not continue to offer gallium arsenide products that provide sufficiently superior performance to justify the cost differential, our factories could become underutilized adversely affecting our operating results.

As a result of underutilization, we could expect the costs of producing gallium arsenide devices will continue to exceed the costs of producing their silicon counterparts.

Silicon semiconductor technologies are widely used process technologies for certain integrated circuits and these technologies continue to improve in performance.

We may not continue to identify products and markets that require performance attributes of gallium arsenide products.

| • | a requirement that the affirmative vote of at least 66 2/3% of our shares be obtained to amend or repeal any provision of our by-laws or the provision of our certificate of incorporation relating to amendments to our by-laws, |

or specified stockholder approval requirements are met.

Actual results may differ substantially and adversely from those referred to herein due to a number of factors, [removed: including] [added: including,] but not limited [removed: to] [added: to,] those described below and in Item 1A [removed: “Risk Factors”] [added: “[Risk Factors](#sD5D09460058AC03F0682E5D9725A2835)”] and elsewhere in this Annual Report on Form 10-K.

Our key customers include Arris, Bose, Cisco, Dell, Ericsson, Foxconn, Fujitsu, General Electric, Google, Honeywell, HTC, Huawei, Landis & Gyr, Lenovo, LG Electronics, Microsoft, Nest, Netgear, Northrop Grumman, [added: OPPO,] Rockwell Collins, Samsung, Sonos, [added: VIVO,] and ZTE.

Our competitors include Analog Devices, [removed: Avago Technologies, Linear Technology,] [added: Broadcom,] Maxim Integrated Products, Murata Manufacturing, [removed: NXP,] [added: NXP Semiconductors,] QUALCOMM, and Qorvo.

FISCAL YEARS ENDED [added: SEPTEMBER 30, 2016,] OCTOBER 2, 2015, [added: AND] OCTOBER 3, [removed: 2014, AND SEPTEMBER 27, 2013.][added: 2014.]

| | [added: September 30, 2016 | | |] October 2, 2015 | | | October 3, 2014 | | [removed: | September 27, 2013 | |]

| Cost of goods sold | [removed: 52.3] [added: 49.4] | | | [removed: 55.4] [added: 52.3] | | | [removed: 57.2] [added: 55.4] | |

| Gross profit | [removed: 47.7] [added: 50.6] | | | [removed: 44.6] [added: 47.7] | | | [removed: 42.8] [added: 44.6] | |

| Research and development | [removed: 9.3] [added: 9.5] | | | [removed: 11.0] [added: 9.3] | | | [removed: 12.6] [added: 11.0] | |

| Selling, general and administrative | [removed: 5.9] [added: 6.0] | | | [removed: 7.8] [added: 5.9] | | | [removed: 8.9] [added: 7.8] | |

| Amortization of intangibles | 1.0 | | | [removed: 1.1] [added: 1.0] | | | [removed: 1.6] [added: 1.1] | |

| Restructuring and other charges | 0.1 | | | [removed: —] [added: 0.1] | | | [removed: 0.4] [added: —] | |

| Total operating expenses | [removed: 16.3] [added: 16.6] | | | [removed: 19.9] [added: 16.3] | | | [removed: 23.5] [added: 19.9] | |

| Operating income | [removed: 31.4] [added: 34.0] | | | [removed: 24.7] [added: 31.4] | | | [removed: 19.3] [added: 24.7] | |

| Other [removed: income (expense),] [added: (expense) income,] net | [removed: —] [added: (0.2] | [added: )] | | — | | | — | |

| Income before income taxes | [removed: 31.4] [added: 36.5] | | | [removed: 24.7] [added: 31.4] | | | [removed: 19.3] [added: 24.7] | |

| Provision for income taxes | [removed: 6.9] [added: 6.2] | | | [removed: 4.7] [added: 6.9] | | | [removed: 3.7] [added: 4.7] | |

| Net income | [removed: 24.5] [added: 30.3] | % | | [removed: 20.0] [added: 24.5] | % | | [removed: 15.6] [added: 20.0] | % |

During the fiscal year ended [removed: October 2, 2015,] [added: September 30, 2016,] the following key factors contributed to our overall results of operations, financial position and cash flows:

| • | Net revenue increased to approximately $3.3 billion, an increase of [removed: 42%] [added: 1%] as compared to the prior fiscal year. This increase in revenue was primarily related to our continued growth as smartphones displace traditional cellular phones, increased strength in emerging markets due to the adoption of 3G and 4G technologies, increases in [removed: tablet computing] [added: applications for the Internet of Things,] and the expansion of our analog product portfolio to address additional content within the handset and tablet markets as well as new vertical markets including [removed: medical,] automotive, [removed: military] [added: industrial, medical] and [removed: industrial.] [added: military, partially offset by decreased end-market demand for certain smartphone models.] |

| • | Our ending cash and cash equivalents balance increased [removed: 30%] [added: 4%] to [removed: $1,044] [added: approximately $1,084] million in fiscal [removed: 2015] [added: 2016] from [removed: $806] [added: $1,044] million in fiscal [removed: 2014.] [added: 2015.] This was the result of [removed: a 29%] [added: an approximately 10%] increase in cash from operations to [removed: $993] [added: $1,096] million in fiscal [removed: 2015] [added: 2016] from [removed: $772] [added: $993] million in fiscal [removed: 2014] [added: 2015] due to higher net [removed: income] [added: income,] partially offset by changes in working capital. In addition, we [removed: invested $430 million on capital expenditures associated with plant expansions in Mexico and Japan, $237] [added: returned approximately $726] million to [removed: repurchase over 2.9] [added: shareholders through repurchasing eight] million shares of our common [removed: stock, and $123] [added: stock for $526] million [added: together with payments of $201 million] in cash [removed: dividend payments.] [added: dividends. Lastly, we invested approximately $189 million in capital expenditures and $132 million related to business acquisition activity during the fiscal year.] |

| | [removed: October 2, 2015] [added: September 30, 2016] | | | Change | October [removed: 3, 2014] [added: 2, 2015] | | | Change | [removed: September 27, 2013] [added: October 3, 2014] | | |

| Net revenue | $ | [removed: 3,258.4] [added: 3,289.0] | | [removed: 42.2%] [added: 0.9%] | $ | [removed: 2,291.5] [added: 3,258.4] | | [removed: 27.9%] [added: 42.2%] | $ | [removed: 1,792.0] [added: 2,291.5] | |

We market and sell our products directly to [removed: original equipment manufacturers] [added: OEMs] of communications and electronics products, third-party original design manufacturers and contract manufacturers, and indirectly through electronic components distributors.

The $966.9 million increase in revenue in fiscal 2015 as compared to fiscal 2014 was primarily driven by our ability to capture a higher share of the increasing RF and analog content per device due to more complex smartphones continuing to displace traditional cellular phones, increased strength in emerging markets due to the adoption of 3G and 4G technologies, the increasing popularity of tablet computing and wearables, and our expanding analog product portfolio supporting new vertical markets including [removed: medical,] automotive, [removed: military] [added: industrial, medical] and [removed: industrial.][added: military.]

The [removed: $499.5] [added: $30.6] million increase in revenue in fiscal [removed: 2014] [added: 2016] as compared to fiscal [removed: 2013] [added: 2015] was primarily driven by our ability to capture a higher share of the increasing RF and analog content per device [removed: due to more complex] [added: as] smartphones [removed: continuing] [added: continue] to displace traditional cellular phones, increased strength in emerging markets due to the adoption of 3G and 4G technologies, the increasing [removed: popularity] [added: number] of [removed: tablet computing,] [added: applications for the Internet of Things,] and our expanding analog product portfolio supporting new vertical markets including [removed: medical,] automotive, [removed: military] [added: industrial, medical] and [removed: industrial.][added: military.]

For information regarding net revenue by geographic region and customer concentration, see [Note [removed: 16](#s6779EC8AE53ED918A569B3A8692312CA)] [added: 16](#s327FE0D9D5C41441B393E5D969A51B09)] of Item 8 of this Annual Report on Form 10-K.

| Gross profit | $ | [removed: 1,554.5] [added: 1,665.2] | | [removed: 52.0%] [added: 7.1%] | $ | [removed: 1,022.7] [added: 1,554.5] | | [removed: 33.4%] [added: 52.0%] | $ | [removed: 766.6] [added: 1,022.7] | |

| % of net revenue | [removed: 47.7] [added: 50.6] | | % | | [removed: 44.6] [added: 47.7] | | % | | [removed: 42.8] [added: 44.6] | | % |

The increase in gross profit was primarily the result of higher unit volumes, lower overall [removed: per unit] [added: per-unit] material and manufacturing costs with an aggregate gross profit benefit of $687.8 million.

Gross profit was [removed: $256.1] [added: $110.7] million greater in fiscal [removed: 2014] [added: 2016] as compared to fiscal [removed: 2013.][added: 2015.]

The increase in gross profit was primarily the result of higher unit [removed: volumes,] [added: volumes and] lower overall [removed: per unit] [added: per-unit] material and manufacturing [removed: costs] [added: costs,] with an aggregate gross profit benefit of [removed: $273.5 million.][added: $177.4]

These benefits were partially offset by the erosion of average selling [removed: price, unfavorable] [added: price and] changes in product mix [removed: and other costs which] [added: that] combined to negatively impact gross profit by [removed: $17.4] [added: $66.7] million.

As a result of these impacts, gross profit margin increased to [removed: 44.6%] [added: 50.6%] of net revenue for fiscal [removed: 2014.][added: 2016.]

| Research and development | $ | [removed: 303.2] [added: 312.4] | | [removed: 20.2%] [added: 3.0%] | $ | [removed: 252.2] [added: 303.2] | | [removed: 11.4%] [added: 20.2%] | $ | [removed: 226.3] [added: 252.2] | |

| % of net revenue | [removed: 9.3] [added: 9.5] | | % | | [removed: 11.0] [added: 9.3] | | % | | [removed: 12.6] [added: 11.0] | | % |

Research and development expense [removed: decreased] [added: increased slightly] as a percentage of net revenue due to the aforementioned [removed: increase in net revenue.][added: factors.]

The increase in research and development expense in fiscal [removed: 2014] [added: 2016] as compared to fiscal [removed: 2013] [added: 2015] is primarily related to increased [added: product development-related expenses partially offset by a decrease in variable] compensation expense, including share-based [removed: compensation of $19.1 million, enhanced development activity, related services and other costs of $6.8 million.][added: compensation.]

| Selling, general and administrative | $ | [removed: 191.3] [added: 195.9] | | [removed: 6.8%] [added: 2.4%] | $ | [removed: 179.1] [added: 191.3] | | [removed: 12.1%] [added: 6.8%] | $ | [removed: 159.7] [added: 179.1] | |

| % of net revenue | [removed: 5.9] [added: 6.0] | | % | | [removed: 7.8] [added: 5.9] | | % | | [removed: 8.9] [added: 7.8] | | % |

The increase in selling, general and administrative expenses in fiscal 2015 as compared to fiscal 2014 was primarily related to increased compensation [removed: expense] [added: expense,] including share-based compensation, and legal expenses related to acquisitions completed and contemplated during the period.

| Merger termination fee | 2.7 | | | — | | | — | |

These increases were partially offset due to a decrease in demand during fiscal 2016 for our components from a key smartphone customer as a result of a decline in overall market demand for certain products.

| | September 30, 2016 | | | Change | October 2, 2015 | | | Change | October 3, 2014 | | |

million.

| | September 30, 2016 | | | Change | October 2, 2015 | | | Change | October 3, 2014 | | |

| | September 30, 2016 | | | Change | October 2, 2015 | | | Change | October 3, 2014 | | |

| | September 30, 2016 | | | Change | October 2, 2015 | | | Change | October 3, 2014 | | |

RESTRUCTURING AND OTHER CHARGES

| | September 30, 2016 | | | Change | October 2, 2015 | | | Change | October 3, 2014 | | |

| Restructuring and other charges | $ | 4.8 | | 41.2% | $ | 3.4 | | 1,033.3% | $ | 0.3 | |

| % of net revenue | 0.1 | | % | | 0.1 | | % | | — | | % |

Restructuring and other charges incurred in fiscal 2016 are primarily related to restructuring plans to reduce redundancies associated with the acquisitions made during fiscal 2016.

We do not anticipate any further significant charges associated with these restructuring activities and substantially all of the remaining cash payments related to these restructuring plans are expected to occur during the next fiscal year.

Restructuring and other charges incurred in fiscal 2015 are primarily related to severance costs associated with restructuring plans initiated during fiscal 2015.

MERGER TERMINATION FEE

| | September 30, 2016 | | | Change | October 2, 2015 | | | Change | October 3, 2014 | | |

| (dollars in millions) | | | | | | | | | | | |

| Merger termination fee | $ | 88.5 | | 100.0% | $ | — | | —% | $ | — | |

| % of net revenue | 2.7 | | % | | — | | % | | — | | % |

On October 29, 2015, we entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) with PMC-Sierra, Inc. (“PMC”), providing for, subject to the terms and conditions of the Merger Agreement, our cash acquisition of PMC.

On November 23, 2015, PMC notified us that it had terminated the Merger Agreement.

As a result, on November 24, 2015, PMC paid us a termination fee of $88.5 million pursuant to the Merger Agreement.

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

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

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

| | Fiscal Years Ended | | | | | | | | | | |

| | September 30, 2016 | | | Change | October 2, 2015 | | | Change | October 3, 2014 | | |

| (dollars in millions) | | | | | | | | | | | |

During fiscal 2016, we concluded an IRS examination of our federal income tax returns for fiscal years 2012 and 2013.

We agreed to various adjustments to our fiscal year 2012 and 2013 tax returns that resulted in the recognition of current year tax expense of $2.6 million during fiscal 2016.

With the conclusion of the audit, we decreased the reserve for uncertain tax positions, which resulted in the recognition of an income tax benefit of $24.0 million in fiscal 2016.

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

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

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

| | Fiscal Years Ended | | | | | | | | | | |

These sources of cash were offset by uses of cash of: $181.5 million in accounts payable related to the timing of vendor payments, $147.3 million related to increased inventory primarily resulting from the insourcing and ramp of our filter business, and $20.4 million related to changes in other current and long-term assets.

The decrease was primarily related to the prior year’s expansion of our assembly and test facility in Mexicali, Mexico and the construction of a new filter fabrication facility in Osaka, Japan.

Capital expenditures in fiscal 2016 primarily relate to the continuation of the aforementioned expansions of the facilities in Mexico and Japan, and to a lesser extent, to our wafer fabrication facilities in the United States.

In addition, we paid $55.6 million in cash to complete two acquisitions and paid cash of $6.0 million to acquire intangible assets during the fiscal year.

The increase in cash used in financing activities primarily related to the increased share repurchase activity and dividend payments during fiscal 2016.

| • | Operating margin increased by 670 basis points to 31.4% for fiscal 2015 from 24.7% in fiscal 2014. The increase in operating margin was primarily related to higher revenue and the leveraging impact on our gross margin and operating expenses partially offset by higher employee compensation expenses. |

| • | As a result of the aforementioned factors, overall profitability increased significantly from fiscal 2014 with year-over-year increases in net income and diluted earnings per share of 74% and 72%, respectively. |

This decrease was partially offset by the amortization of intangibles acquired in the Panasonic transaction.

As a result of the enactment of the Tax Increase Prevention Act of 2014, which retroactively reinstated and extended the research and development tax credit, $11.0 million of tax credits that were earned in fiscal 2014, our tax rate was reduced during fiscal 2015.

As of October 2, 2015, the Company’s federal income tax returns for the fiscal year ended September 28, 2012 (“fiscal 2012”) and fiscal 2013 were under examination by the Internal Revenue Service (“IRS”).

The Company expects the IRS examination to close in the first quarter of the fiscal year ending September 30, 2016 (“fiscal 2016”) and does not expect the results of this audit to have an adverse impact on its tax expense.

In addition, various state and international returns are under examination by their respective taxing authorities.

The Company does not expect the results of these audits to have a material impact on its financial position, results of operations, or cash flows.

These sources of cash were offset by uses of cash of $222.2 million in accounts receivable due to the timing of customer collections and $39.2 million primarily related to pre-paid manufacturing costs.

The increase in capital expenditures was primarily due to the expansion of our assembly and test facility in Mexicali, Mexico, the construction of a new filter fabrication facility in Osaka, Japan, the purchase of manufacturing equipment to support increased production for the operations in Japan and Singapore of the joint venture with Panasonic, referred to as FilterCo, and to a lesser extent, our wafer fabrication facilities in the United States.

Cash flows from investing activities for the twelve months ended October 2, 2015 also include the final working capital payment associated with the FilterCo acquisition as well as cash paid for an immaterial business combination net of cash, during the period.

In addition, any future strategic

The remaining $45.6 million of foreign cash and cash equivalents can be repatriated without any tax consequences.

| Other long-term liabilities (1) | | $ | 78.7 | | | $ | 5.4 | | | $ | 2.6 | | | $ | — | | | $ | 70.7 | |

| Operating lease obligations | | 66.2 | | | | 15.1 | | | | 22.9 | | | | 14.0 | | | | 14.2 | | |

| Other commitments (2) | | 94.4 | | | | 94.2 | | | | 0.2 | | | | — | | | | — | | |

| Total | | $ | 239.3 | | | $ | 114.7 | | | $ | 25.7 | | | $ | 14.0 | | | $ | 84.9 | |

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

On an ongoing basis, we evaluate the judgments and estimates underlying all of our accounting policies.

These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures, and reported amounts of revenues and expenses.

These estimates and assumptions are based on our best judgments using historical experience and other factors, including the current economic environment, which we believe to be reasonable under the circumstances.

We adjust such estimates and assumptions when facts and circumstances dictate.

As future events and their effects cannot be determined with precision, factors may arise over time that lead us to change our methods, estimates and judgments that could materially and adversely affect our results of operations.

Our estimates

The impairment evaluation of goodwill involves comparing the fair value to the carrying value of the reporting unit.

We use the market price of the Company’s stock adjusted for a market premium to calculate the fair value of the reporting unit.

If the fair value exceeds the carrying value, then it is concluded that no goodwill impairment has occurred.

If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure the possible goodwill impairment loss.

In the second step, if required, we would use a discounted cash flow methodology to determine the implied fair value of our goodwill.

The implied fair value of the reporting unit’s goodwill would then be compared to the carrying value of the goodwill.

If the carrying value of the goodwill exceeds the implied fair value of the goodwill, we would recognize a loss equal to the excess.

We determine the fair value of our non-qualified stock options at the date of grant using the Black-Scholes options-pricing model.

For restricted and performance based awards and units, we determine the fair value based on the grant date fair value of the Company’s stock based on the most probable outcome of the underlying performance metric, as applicable.

For more complex performance awards with market-based conditions we employ a Monte Carlo simulation and determine the fair value based on the most probable outcome of the performance metric.

Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.

ASC 740 Income Taxes (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with GAAP.

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

This statement also provides guidance on derecognition, classification, interest and penalties, accounting in the interim periods and disclosure.

We record a valuation allowance against deferred tax assets that we feel are more likely than not to not be realized.

We are subject to overall financial market risks, such as changes in market liquidity, credit quality investment risk, interest rate risk and [added: foreign] exchange rate risk as described below.

Our exposure to interest rate and general market risks related principally to our investment [removed: portfolio] [added: portfolio,] and consisted of the following (in millions):

| Cash and cash equivalents (time deposits, [removed: certificate] [added: certificates] of [removed: deposits] [added: deposit] and money market funds) | $ | [removed: 1,043.6] [added: 1,083.8] | |

| Available for sale securities (auction rate [removed: securities)] [added: security)] at carrying value | 2.3 | | |

Credit risk associated with our investments is not material [removed: as] [added: because] our money market and deposits are diversified across several financial institutions with high credit [removed: ratings that] [added: ratings, which] reduces the amount of credit exposure to any one counterparty.

Based on our results of operations for the fiscal year ended [removed: October 2, 2015,] [added: September 30, 2016,] a hypothetical reduction in the interest rates on our cash and cash equivalents to zero would result in an immaterial reduction of interest income with a de minimis impact [removed: to] [added: on] income before taxes.

We own $3.2 million of par value auction rate securities that are currently valued at $2.3 million as of [removed: October 2, 2015.][added: September 30, 2016.]

In the event that the market conditions change in the future and our auction rate security becomes fully and permanently impaired, the impact to income before income taxes would be the par value of the auction rate security of approximately $3.2 million as of [removed: October 2, 2015.][added: September 30, 2016.]

[added: Foreign] Exchange Rate Risk

[removed: Exchange] [added: A percentage of our international operational expenses are denominated in foreign currencies and exchange] rate volatility could [removed: negatively or] positively [added: or negatively] impact those operating costs.

For the fiscal years ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014 and September 27, 2013, the Company] [added: 2014, we] had foreign exchange [removed: gains/(losses)] [added: (losses)/gains] of [removed: $1.7] [added: ($0.3)] million, [removed: $0.1] [added: $1.7] million and [removed: $(1.1)] [added: $0.1] million, respectively.

[removed: Fluctuations] [added: However, fluctuations] in currency exchange rates could have a greater effect on our business [added: or results of operations] in the future to the extent our expenses increasingly become denominated in foreign currencies.

[removed: The Company] [added: We] may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows and net investments in foreign subsidiaries.

However, [removed: the Company] [added: we] may choose not to hedge certain foreign exchange exposures for a variety of reasons, [removed: including] [added: including,] but not limited [removed: to] [added: to,] accounting considerations and the prohibitive economic cost of hedging particular exposures.

| | September 30, 2016 | | |

| Total | $ | 1,086.1 | |

Given the relatively small number of customers and arrangements with third-party manufacturers denominated in foreign currencies, we do not believe that foreign exchange volatility has a material impact on our

current business or results of operations.

| | October 2, 2015 | | |

| Total | $ | 1,045.9 | |

A small percentage of our international operational expenses are denominated in foreign currencies.

The Company’s practice is to hedge a portion of its material foreign exchange exposures.

The Company currently holds foreign currency put and call options on the Japanese yen that offset the cash flow impact related to the purchase option of the remaining 34% interest of FilterCo.

Changes in the exchange rate between the Japanese yen and United States dollar had a de minimis impact to income before taxes during the fiscal year ended October 2, 2015.

Skyworks Solutions, Inc., together with its consolidated [removed: subsidiaries,] [added: subsidiaries] (“Skyworks” or the [removed: “Company”)] [added: “Company”),] is empowering the wireless networking revolution.

Our key customers include Arris, Bose, Cisco, Dell, [removed: Ericsson,] Foxconn, Fujitsu, General Electric, Google, Honeywell, HTC, Huawei, Landis & Gyr, Lenovo, LG Electronics, Microsoft, Nest, Netgear, Northrop Grumman, [added: OPPO,] Rockwell Collins, Samsung, Sonos, [added: VIVO,] and ZTE.

Our competitors include Analog Devices, [removed: Avago Technologies, Linear Technology,] [added: Broadcom,] Maxim Integrated Products, Murata Manufacturing, [removed: NXP,] [added: NXP Semiconductors,] QUALCOMM and Qorvo.

[removed: Headquartered in Woburn, Massachusetts, we] [added: We] are a Delaware corporation that was formed in 1962.

In August [removed: 2014,] [added: 2016,] we [removed: entered into] [added: acquired the remaining 34% interest in] a joint venture [added: that was initially created in August 2014] with Panasonic Corporation, through its Automotive & Industrial Systems Company (“Panasonic”) for the design, manufacture and sale of Panasonic’s [removed: surface acoustic wave (“SAW”) and temperature-compensated (“TC”)] SAW [added: and TC-SAW] filter products.

With the overall demand for SAW and [removed: TC SAW] [added: TC-SAW] filters increasing as the technology and product architectures become more complex and the number of required bands grows, this investment assists us in securing a [removed: firm] [added: consistent] supply of SAW and [removed: TC SAW] [added: TC-SAW] filters, in addition to allowing us to integrate filters into the design and production of our own products.

[removed: By all measures, wireless] [added: Wireless] connectivity is exploding, fueled by a powerful underlying demand to connect everyone and everything all the time.

The billions of connected devices that comprise the Internet of Things [removed: will be] [added: are being] enabled [added: and powered] by a combination of [removed: sensors and] [added: sensors,] microcontrollers, as well as connectivity and power management solutions.

This is helping to fuel [removed: Skyworks’] [added: our] growth and expand [removed: its] [added: our] served markets.

In fact, today there are a number of groundbreaking devices leveraging Skyworks’ technology—from the newest smartphones to the factory floor to [added: hospitals and medical providers to] the [removed: connected car,] automated home, [removed: wearables, hospitals] [added: connected car,] and [removed: medical providers.][added: wearables.]

Within smartphones and other mobile platforms, [removed: Skyworks is] [added: we are] benefiting from the complexity associated with the increasing number of frequency bands as well as from the multitude of RF design challenges brought about as consumers use their devices to stream video, make purchases, network on social media platforms, [added: participate in online gaming,] pay bills and much more.

[added: These design challenges require a broad set] of core competencies to ensure seamless handoffs between multiple air interface standards and to effectively address signal transmission and conditioning, power management, voltage regulation, filtering and tuning complexities.

As a result, our customers’ needs have dramatically moved away from discrete components toward customized integrated solutions that [removed: sweep in] [added: integrate] adjacent functionality and analog content.

[removed: This] [added: The] transition to ubiquitous connectivity, however, does not come without [removed: its challenges.][added: challenges to existing architectures.]

RF solutions in ultra-thin, high performance consumer products must [removed: preserve battery life,] increase data [removed: rates and] [added: rates,] solve signal interference [removed: problems while occupying] [added: problems, and occupy] minimal board [removed: space.][added: space while at the same time increasing battery life.]

This complexity plays directly to [removed: Skyworks’] [added: our] strengths.

[removed: Skyworks’] [added: Our] overall strategy is to enable all forms of connectivity through semiconductor innovation.

Key elements [removed: in] [added: of] our strategy include:

The trend towards increasing front-end and analog design challenges in smartphones and other mobile devices plays directly into [removed: Skyworks’] [added: our] core strengths and positions us to address these challenges.

Our product portfolio is reinforced by a library of [removed: over 2,200] [added: approximately 2,600] worldwide patents and other intellectual property that we own and control.

Given our scale and technology leadership, we are engaged with key original equipment [removed: manufacturers,] [added: manufacturers (“OEM”),] smartphone providers and baseband reference design partners.

We are steadily growing our business beyond just mobile devices (where we support all top-tier manufacturers, including the leading smartphone suppliers and key baseband vendors) into additional high-performance analog markets, including [added: automotive, home and factory automation,] infrastructure, [added: medical,] smart [removed: energy, wireless networking, automotive] [added: energy] and [removed: medical.][added: wireless networking.]

In these markets we leverage our scale, intellectual property and worldwide distribution network, which [removed: span] [added: spans] over 2,000 customers and over 2,500 analog components.

This hybrid manufacturing [removed: approach] [added: model] allows us to better balance our manufacturing capacity with the demands of the marketplace.

Additionally, we continue to strive to achieve the industry’s shortest product design and manufacturing cycle times and highest [added: product] yields.

The combination of agile, flexible capacity and world-class module manufacturing and scale advantage allows us to achieve [removed: a] low product [removed: cost structure] [added: costs] while integrating multiple technologies into highly sophisticated multi-chip modules.

We consider our people and corporate culture to be a major competitive advantage and a key [removed: element] [added: driver] of our overall strategy.

[removed: SKYWORKS’] [added: OUR] PRODUCT PORTFOLIO

| • | [removed: VCOs/Synthesizers:] [added: Voltage Controlled Oscillators/Synthesizers:] fully integrated, high performance signal source for high dynamic range transceivers |

We [removed: strive to provide close technical collaboration] [added: collaborate technically] with our customers and reference design partners at the inception of new programs.

We are confident that diligently following this path [removed: will position Skyworks] [added: positions us] to participate in numerous opportunities for growth in the future.

In the fiscal [removed: year] [added: years] ended [added: September 30, 2016 (“fiscal 2016”) and] October [removed: 2, 2015] [added: 3, 2014] (“fiscal [removed: 2015”), Foxconn] [added: 2014”), two customers—Foxconn] Technology Group (together with its affiliates and other suppliers to a large OEM for use in multiple applications including smartphones, tablets, routers, desktop and notebook [removed: computers)] [added: computers, “Foxconn”) and Samsung Electronics (“Samsung”)—each] constituted more than ten percent of our net revenue.

For further information regarding customer concentrations see [removed: Note 16] [added: [Note 16](#s327FE0D9D5C41441B393E5D969A51B09)] to Item 8 of this Annual Report on Form 10-K.

[removed: In addition to protecting our intellectual property, we strive to strengthen our intellectual property] portfolio to enhance our ability to obtain cross-licenses of intellectual property from others, to obtain access to intellectual property we do not possess and to more favorably resolve potential intellectual property claims against us.

Due to rapid technological changes in the industry, we believe establishing and maintaining a technological leadership position depends primarily on our ability to develop [removed: new] [added: new,] innovative products through the technical competence of our engineering personnel.

[removed: As part of our normal course of business, we] [added: We] mitigate the gross margin impact of declining average selling prices with efforts to increase unit volumes, reduce material costs and lower manufacturing costs of existing products and by introducing new and higher value-added products.

We invested [removed: $303.2] [added: $312.4] million, [removed: $252.2] [added: $303.2] million and [removed: $226.3] [added: $252.2] million in research and development [removed: activities] during fiscal [removed: 2015,] [added: 2016,] fiscal [removed: 2014] [added: 2015] and fiscal [removed: 2013,] [added: 2014,] respectively.

The [removed: increase] [added: growth] in research and development expenses [removed: in fiscal 2015 and fiscal 2014 as compared to fiscal 2013] were the result of increases in our internal product designs and product development activity for our target markets in each of these fiscal years.

Our research and development [removed: activities] [added: expenses] include new product development and innovations in integrated circuit design, investment in advanced semiconductor manufacturing processes, development of new packaging and test capabilities and research on next generation technologies and product opportunities.

It is our [removed: policy] [added: intent] not to depend on a sole source of supply unless market or other conditions dictate otherwise.

The joint venture was dissolved and is now a wholly-owned subsidiary of the Company.

Semiconductor devices continue becoming smaller, more powerful, and easier to integrate across multiple communication protocols, which is enabling the Internet of Things.

According to Cisco’s Annual Visual Networking report, between 2015 and 2020, the Internet of Things will grow faster than any other category of connected devices.

In particular, the number of machine-to-machine connections is expected to grow from 4.9 billion in 2015 to 12.2 billion in 2020, with machine-to-machine connections representing nearly half of total connected devices.

As a result, these trends provide the Company with growth opportunities across new and emerging markets and applications.

Skyworks is enabling these opportunities with highly customized system

solutions supporting a broad set of wireless protocols, including cellular LTE, Wi-Fi, Bluetooth, Zigbee and emerging 5G standards.

Our products are sold globally through a direct sales force, electronic component distributors and independent sales representatives.

Certain distributors have agreements with us which allow for certain sales returns, stock rotations and price protection on certain inventory if we lower the price of those products (see “[Critical Accounting Estimates](#s61885F3A93C72D9CEF57E5D9747F630F)” in Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations and [Note 2](#s9C3BCE7B6B88761BA7A2E5D9692CAEF1) to Item 8 of this Annual Report on Form 10-K for further detail on revenue reserves).

As is customary in the semiconductor industry, our distributors may also market other products that compete with ours.

In the fiscal year ended October 2, 2015 (“fiscal 2015”), Foxconn constituted more than ten percent of our net revenue.

In addition to protecting our intellectual property, we strive to strengthen our intellectual property

We own a controlling 66% interest in the joint venture and have the option to acquire the remaining 34% interest in August 2016, which we plan to exercise.

With semiconductor devices becoming ever smaller, more powerful, affordable and virtually attachable to anything, telecommunication networks creating pipelines which these devices can connect to at little or no cost, and various devices now being able to collect, process and analyze data—we are seeing a convergence of elements driving connectivity across the Internet of Things.

These design challenges require a broad set

Beyond mobile, our solutions are enabling a broad set of end markets and applications some of which are embracing connectivity for the very first time—including action video cameras, smart watches, streaming music platforms, and avionics systems.

With some analysts expecting the number of connected devices to reach a staggering 70 billion by 2020, Skyworks has no shortage of growth opportunities across new and emerging markets and applications.

Our products are primarily sold through a direct global Skyworks sales force deployed across all of our major market regions.

In some markets we supplement our direct sales effort with independent manufacturers’ representatives and distribution partners, some of which are franchised globally with others focused in specific regional markets.

In the fiscal years ended October 3, 2014 (“fiscal 2014”) and September 27, 2013 (“fiscal 2013”), two customers—Foxconn Technology Group (together with its affiliates and other suppliers to a large OEM for use in multiple applications including smartphones, tablets, routers, desktop and notebook computers) and Samsung Electronics—each constituted more than ten percent of our net revenue.

Furthermore, we seek to generate

high gross margin revenue through the sale and license of non-core intellectual property and occasionally we purchase intellectual property.

The information set forth under [Note [removed: 12](#sEBD0EFB5D5C827A072C6B3A869424D4C)] [added: 12](#s21E19D777632E6D5B58CE5D969CC0178)] of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K is incorporated herein by reference.

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

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

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of November [removed: 13, 2015] [added: 11, 2016,] was [removed: 191,151,089.][added: 185,813,926.]

| Part III | | Portions of the Registrant’s Proxy Statement relating to the Registrant’s [removed: 2016] [added: 2017] Annual Meeting of Stockholders (to be filed) are incorporated by reference into Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K. |

FOR THE YEAR ENDED [removed: OCTOBER 2, 2015][added: SEPTEMBER 30, 2016]

| [ITEM 1: [removed: BUSINESS.](#s8EC014CB891F0D5D75DAB3A87209AD33)] [added: BUSINESS.](#sA4C2F035CD771CB971A9E5D972357221)] | [removed: [5](#s8EC014CB891F0D5D75DAB3A87209AD33)] [added: [5](#sA4C2F035CD771CB971A9E5D972357221)] |

| [ITEM 1A: RISK [removed: FACTORS.](#s3A190675579C2ECFECABB3A872286AE1)] [added: FACTORS.](#sD5D09460058AC03F0682E5D9725A2835)] | [removed: [10](#s3A190675579C2ECFECABB3A872286AE1)] [added: [10](#sD5D09460058AC03F0682E5D9725A2835)] |

| [ITEM 1B: UNRESOLVED STAFF [removed: COMMENTS.](#sD6C36E0708196072CCB1B3A872570E78)] [added: COMMENTS.](#sD7D1F3ACF2608CF3CF85E5D9728E01BF)] | [removed: [22](#sD6C36E0708196072CCB1B3A872570E78)] [added: [21](#sD7D1F3ACF2608CF3CF85E5D9728E01BF)] |

| [ITEM 2: [removed: PROPERTIES.](#sCEE79BB0B821F9CE67EEB3A872769E6A)] [added: PROPERTIES.](#s51FF773D8EF30C89B937E5D972AA40E7)] | [removed: [22](#sCEE79BB0B821F9CE67EEB3A872769E6A)] [added: [21](#s51FF773D8EF30C89B937E5D972AA40E7)] |

| [ITEM 3: LEGAL [removed: PROCEEDINGS.](#s2CBF5241E1D1F64D940DB3A872A5C06B)] [added: PROCEEDINGS.](#s00D2BB2ABEF7722CD0A1E5D972DC3622)] | [removed: [22](#s2CBF5241E1D1F64D940DB3A872A5C06B)] [added: [21](#s00D2BB2ABEF7722CD0A1E5D972DC3622)] |

| [ITEM 4: MINE SAFETY [removed: DISCLOSURES](#s4ABE8CB9E982C6CB5993B3A872C46C53).] [added: DISCLOSURES](#s4EF3E2E01BABE0AE6031E5D972FEE4DB).] | [removed: [22](#s4ABE8CB9E982C6CB5993B3A872C46C53)] [added: [22](#s4EF3E2E01BABE0AE6031E5D972FEE4DB)] |

| [ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.](#sC0FC8939479B0F27C95FB3A87322ACFC)] [added: SECURITIES.](#sF9EF8E6AAA0B9FE88EE1E5D97353A174)] | [removed: [23](#sC0FC8939479B0F27C95FB3A87322ACFC)] [added: [23](#sF9EF8E6AAA0B9FE88EE1E5D97353A174)] |

| [ITEM 6: SELECTED FINANCIAL [removed: DATA.](#sEFED83C7A266A8B8A97CB3A86E906F00)] [added: DATA.](#sA15D146CB25C3A9F8CD1E5D96D0398D4)] | [removed: [24](#sEFED83C7A266A8B8A97CB3A86E906F00)] [added: [23](#sA15D146CB25C3A9F8CD1E5D96D0398D4)] |

| [ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.](#sFD6B37883FD0423E5699B3A87370DA87)] [added: OPERATIONS.](#sD65A91C5F3070F2E1421E5D973AD0DAD)] | [removed: [25](#sFD6B37883FD0423E5699B3A87370DA87)] [added: [25](#sD65A91C5F3070F2E1421E5D973AD0DAD)] |

| [ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK.](#s00E39053FA775B8A00A8B3A8702513CD)] [added: RISK.](#s8937B0B2EBDC92C91115E5D9703FB9C8)] | [removed: [32](#s00E39053FA775B8A00A8B3A8702513CD)] [added: [33](#s8937B0B2EBDC92C91115E5D9703FB9C8)] |

| [ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#s2EE785DF187C04E2773EB3A86E71FA70)] [added: DATA.](#s1D2DCFA47C70B6E6BA56E5D96CD97AD2)] | [removed: [34](#s2EE785DF187C04E2773EB3A86E71FA70)] [added: [35](#s1D2DCFA47C70B6E6BA56E5D96CD97AD2)] |

| [ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE.](#sA3ACB5F1B142FC94E15CB3A87988BCF6)] [added: DISCLOSURE.](#sD0467F5F871CED0885B0E5D979B41E79)] | [removed: [62](#sA3ACB5F1B142FC94E15CB3A87988BCF6)] [added: [62](#sD0467F5F871CED0885B0E5D979B41E79)] |

| [ITEM 9A: CONTROLS AND [removed: PROCEDURES.](#s048BBC9EE38842351B09B3A879A7E37D)] [added: PROCEDURES.](#s5C2848C670D2D81828DFE5D979D3A883)] | [removed: [63](#s048BBC9EE38842351B09B3A879A7E37D)] [added: [62](#s5C2848C670D2D81828DFE5D979D3A883)] |

| [ITEM 9B: OTHER [removed: INFORMATION.](#s530BAC9B187513C3E881B3A879D6C86C)] [added: INFORMATION.](#s2F6605927221733E3A22E5D97A054B40)] | [removed: [63](#s530BAC9B187513C3E881B3A879D6C86C)] [added: [63](#s2F6605927221733E3A22E5D97A054B40)] |

| [PART [removed: III](#s52F1A1D5FD1FFBA49B15B3A879F5DA1A)] [added: III](#sE5F86D1A9CE5D735586CE5D97A29E5FB)] | |

| [ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE.](#sFFDBD2C36EDCD68497E3B3A87A24A55E)] [added: GOVERNANCE.](#s3EB51C3249E407A7021FE5D97A5C3683)] | [removed: [64](#sFFDBD2C36EDCD68497E3B3A87A24A55E)] [added: [63](#s3EB51C3249E407A7021FE5D97A5C3683)] |

| [ITEM 11: EXECUTIVE [removed: COMPENSATION.](#sAB044BE6D4A96509CF07B3A87A4390D2)] [added: COMPENSATION.](#s0BEEF010FFF45427F9C3E5D97A79DB6B)] | [removed: [64](#sAB044BE6D4A96509CF07B3A87A4390D2)] [added: [64](#s0BEEF010FFF45427F9C3E5D97A79DB6B)] |

| [ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS.](#sA2D060F91063B31D2EDFB3A87A726B91)] [added: MATTERS.](#s1412FDA112787E6DBA37E5D97AAC5667)] | [removed: [64](#sA2D060F91063B31D2EDFB3A87A726B91)] [added: [64](#s1412FDA112787E6DBA37E5D97AAC5667)] |

| [ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE.](#sAD84903478075FF195E4B3A87AA1D48B)] [added: INDEPENDENCE.](#sBA77739078D820DFFC2BE5D97ACD2522)] | [removed: [64](#sAD84903478075FF195E4B3A87AA1D48B)] [added: [64](#sBA77739078D820DFFC2BE5D97ACD2522)] |

| [ITEM 14: PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES.](#sEB2688CCE4EB519D2BE6B3A87ACF68A3)] [added: SERVICES.](#s1D0D22EBAC5981E1805DE5D97AFFBB6C)] | [removed: [64](#sEB2688CCE4EB519D2BE6B3A87ACF68A3)] [added: [64](#s1D0D22EBAC5981E1805DE5D97AFFBB6C)] |

| [ITEM 15: EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES.](#s10242BA1F7840DE5C6BBB3A87B1DBD6D)] [added: SCHEDULES.](#sE6D33A792981880B78B8E5D97B56A688)] | [removed: [65](#s10242BA1F7840DE5C6BBB3A87B1DBD6D)] [added: [65](#sE6D33A792981880B78B8E5D97B56A688)] |

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as [removed: amended,] [added: amended (the “Exchange Act”),] and is subject to the “safe harbor” created by those sections.

Words such as [added: “anticipates”,] “believes”, [removed: “expects”, “may”, “will”, “would”, “should”,] [added: “continue”,] “could”, [removed: “seek”,] [added: “estimates”, “expects”,] “intends”, [added: “may”,] “plans”, [removed: “projects”,] “potential”, [removed: “continue”, “estimates”,] [added: “predicts”, “projects”, “seek”, “should”,] “targets”, [removed: “anticipates”, “predicts”] [added: “will”, “would”,] and similar expressions or variations or negatives of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Annual Report.

| • | [removed: Internet] [added: IoT (Internet] of [removed: Things (IoT):] [added: Things):] is the interconnection of uniquely identifiable embedded computing devices within the existing internet infrastructure |

Skyworks, [removed: Breakthrough Simplicity,] the star design logo, [removed: Trans-Tech] [added: SkyOne, SkyBlue,] and [removed: SkyOne] [added: SkyLiTE] are trademarks or registered trademarks of Skyworks Solutions, Inc. or its subsidiaries in the United States and in other countries.

10-K 1 fy1610k93016.htm 10-K

| [PART I](#s8667D9ED54BA822099F7E5D97203EA92) | |

| [PART II](#sE424EBF03048C0E5F7B1E5D9732F377E) | |

| [PART IV](#sB4D9750BCEF6AE16E8A4E5D97B2444CB) | |

| [SIGNATURES](#s12101DA460B86FF5E406E5D97BBD5690) | [66](#s12101DA460B86FF5E406E5D97BBD5690) |

| • | DC (Direct Current): unidirectional flow of an electrical charge |

| • | RF (Radio Frequency): electromagnetic wave frequencies that lie in the range extending from around 3 kHz to 300 GHz |

| • | SAW (Surface Acoustic Wave): electrical input signal is converted to an acoustic wave for filtering and converted back into an electrical signal by interdigitated transducers on a piezoelectric substrate. |

| • | TC-SAW (Temperature Compensated Surface Acoustic Wave): SAW filters that have been designed to reduce shift in frequency over temperature. |

10-K 1 fy1510k1022015.htm 10-K

| | |

| --- | --- |

| [PART I](#s90FD72312EE8568C039BB3A871CBEA50) | |

| [PART II](#sF88B3584158D8A3E3EBEB3A873036562) | |

| [PART IV](#s11C990CFA0A8A27E5047B3A87AEF4691) | |

| [SIGNATURES](#sEEDA0A2CF46521FB4487B3A87B3D4AB3) | [66](#sEEDA0A2CF46521FB4487B3A87B3D4AB3) |

| • | CATV (Cable Television): a system of providing television to consumers via radio frequency signals transmitted to televisions through fixed optical fibers or coaxial cables as opposed to the over-the-air method used in traditional television broadcasting |

| • | CDMA (Code Division Multiple Access): a method for transmitting multiple digital signals over the same carrier frequency |

| • | Cloud (Cloud Computing): A model for delivering information technology services in which resources are retrieved from the internet through web-based tools and applications, rather than a direct connection to a server |

| • | EDGE (Enhanced Data Rates for GSM Evolution): an enhancement to the GSM and TDMA wireless communications systems that increases data throughput to 474Kbps |

| • | GPRS (General Packet Radio Service): an enhancement to the GSM mobile communications system that supports transmission of data packets |

| • | GSM (Global System for Mobile Communications): a digital cellular phone technology based on TDMA that is the predominant system in Europe, and is also used around the world |

| • | RFID (Radio Frequency Identification): refers to the use of an electronic tag (typically referred to as an RFID tag) for the purpose of identification and tracking objects using radio waves |

| • | Satcom (Satellite Communications): where a satellite stationed in space is used for the purpose of telecommunications |

| • | TDMA (Time Divisional Multiple Access): technology for delivering wireless digital service using time division multiplexing |

| • | TD-SCDMA (Time Division Synchronous Code Division Multiple Access): a third generation wireless services (“3G”) mobile communications standard, being pursued in the People’s Republic of China |

| • | WCDMA (Wideband CDMA): a 3G technology that increases data transmission rates |

| • | WEDGE: an acronym for technologies that support both WCDMA and EDGE wireless communication systems |

| • | WiMAX (Worldwide Interoperability for Microwave Access): a standards-based technology enabling the delivery of last mile wireless broadband access as an alternative to cable and DSL |

| • | WLAN (Wireless Local Area Network): a type of local-area network that uses high-frequency radio waves rather than wires to communicate between nodes |

| • | Yield: The number of working chips out of the total number of chips manufactured |

We [removed: are headquartered in Woburn, Massachusetts and] have executive offices in Irvine, [removed: California.][added: California, and Woburn, Massachusetts.]

For information regarding property, plant and equipment by geographic region for each of the last three fiscal years, see [Note [removed: 16](#s6779EC8AE53ED918A569B3A8692312CA) of] [added: 16](#s327FE0D9D5C41441B393E5D969A51B09) to] Item 8 of this Annual Report on Form 10-K.

| Woburn, Massachusetts | | Owned | | 158,000 | | [removed: Corporate headquarters] [added: Manufacturing] and [removed: manufacturing] [added: office space] |

| Irvine, California | | Leased | | 126,900 | | Design center [added: and office space] |

| [removed: Santa Clara, California] [added: Ottawa, Ontario] | | Leased | | [removed: 42,200] [added: 33,200] | | Design center |

| Singapore, Singapore | | Leased | | [removed: 134,000] [added: 176,800] | | Filter manufacturing |

| Kadoma, Japan | | Leased | | [removed: 103,000] [added: 103,300] | | Filter manufacturing and office space |

| [removed: Ottawa, Ontario] [added: Andover, Massachusetts] | | Leased | | [removed: 30,900] [added: 22,900] | | Design center |

| Mexicali, Mexico | | Leased | | 178,000 | | Manufacturing and office space |

| | [removed: October 2, 2015] [added: September 30, 2016] | | | | | | | | | | | | October [removed: 3, 2014] [added: 2, 2015] | | | | | | | | | | |

| First quarter | $ | [removed: 74.49] [added: 87.92] | | | $ | [removed: 45.32] [added: 74.63] | | | $ | [removed: 0.13] [added: 0.26] | | | $ | [removed: 28.43] [added: 74.49] | | | $ | [removed: 23.71] [added: 45.32] | | | $ | [removed: —] [added: 0.13] | |

| Second quarter | $ | [removed: 102.05] [added: 78.18] | | | $ | [removed: 69.83] [added: 55.85] | | | $ | [removed: 0.13] [added: 0.26] | | | $ | [removed: 39.27] [added: 102.05] | | | $ | [removed: 27.40] [added: 69.83] | | | $ | [removed: —] [added: 0.13] | |

| Third quarter | $ | [removed: 110.92] [added: 78.21] | | | $ | [removed: 92.25] [added: 58.01] | | | $ | [removed: 0.13] [added: 0.26] | | | $ | [removed: 48.34] [added: 110.92] | | | $ | [removed: 34.90] [added: 92.25] | | | $ | [removed: 0.11] [added: 0.13] | |

| Fourth quarter | $ | [removed: 103.97] [added: 77.02] | | | $ | [removed: 79.07] [added: 58.82] | | | $ | [removed: 0.26] [added: 0.28] | | | $ | [removed: 58.84] [added: 103.97] | | | $ | [removed: 46.34] [added: 79.07] | | | $ | [removed: 0.11] [added: 0.26] | |

The number of stockholders of record of [removed: Skyworks’] [added: our] common stock as of November [removed: 13, 2015] [added: 14, 2016] was [removed: 21,441.][added: 19,882.]

On November [removed: 5, 2015,] [added: 3, 2016,] the Board of Directors declared a cash dividend of [removed: $0.26] [added: $0.28] per share of common stock, payable on December [removed: 10, 2015] [added: 8, 2016,] to stockholders of record as of November [removed: 19, 2015.][added: 17, 2016.]

The following table provides information regarding repurchases of common stock made during the fiscal quarter ended [removed: October 2, 2015:][added: September 30, 2016:]

(1)The stock repurchase program [removed: was] approved by the Board of Directors on [removed: November 11, 2014,] [added: July 19, 2016,] authorizes the repurchase of up to [removed: $300.0] [added: $400.0] million of our common stock from time to time on the open market or in privately negotiated transactions as permitted by securities laws and other legal requirements.

The share repurchase program [removed: was] [added: is] scheduled to expire on [removed: November 11, 2016.][added: July 19, 2018.]

(3) [removed: 400,000] [added: 750,000] shares were repurchased at an average price of [removed: $93.76] [added: $65.09] per share as part of our stock repurchase program and [removed: 2,945] [added: 1,023] shares were withheld for tax obligations under restricted stock agreements with an average price of [removed: $93.57.][added: $65.23.]

[removed: (4) 850,000] [added: (5) 650,000] shares were repurchased at an average price of [removed: $86.59] [added: $67.59] per share as part of our stock repurchase program and [removed: 286] [added: 2,146] shares were withheld for tax obligations under restricted stock agreements with an average price of [removed: $91.25.][added: $75.65.]

| 7/02/16-7/29/16 | 751,023(2) (3) | $65.09 | 750,000 | $351.2 million |

| 7/30/16-8/26/16 | 1,601,858(2) (4) | $66.15 | 1,600,732 | $245.3 million |

| 8/27/16-9/30/16 | 652,146(2) (5) | $67.62 | 650,000 | $201.4 million |

| Total | 3,005,027 | | 3,000,732 | |

(4) 1,600,732 shares were repurchased at an average price of $66.15 per share as part of our stock repurchase program and 1,126 shares were withheld for tax obligations under restricted stock agreements with an average price of $68.72.

| 7/04/15-7/31/15 | 402,945(2) (3) | $93.76 | 400,000 | $136.2 million |

| 8/01/15-8/28/15 | 850,286(2) (4) | $86.59 | 850,000 | $62.6 million |

| 8/29/15-10/2/15 | 5,564(2) | $86.33 | — | $62.6 million |

| Total | 1,258,795 | $88.89 | 1,250,000 | |

On November 10, 2015, the Board of Directors approved a new share repurchase program, pursuant to which the Company is authorized to repurchase up to $400.0 million of its common stock from time to time on the open market or in privately negotiated transactions as permitted by securities laws and other legal requirements.

The repurchase program is set to expire on November 10, 2017; however, it may be suspended, discontinued or extended by the Board of Directors at any time prior to its expiration on

November 10, 2017.

This authorized stock repurchase program replaced in its entirety the November 11, 2014 stock repurchase program.

These repurchases have been and will be funded with the Company’s working capital.

The information set forth below for the five years ended [removed: October 2, 2015,] [added: September 30, 2016,] is not necessarily indicative of results of future operations, and should be read in conjunction with Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and related notes included in Part II, Item 8 of this Annual Report on Form 10-K to fully understand factors that may affect the comparability of the information presented below.

Fiscal [added: 2016,] 2015, 2013, [removed: 2012,] and [removed: 2011] [added: 2012] each consisted of 52 weeks and ended on [added: September 30, 2016,] October 2, 2015, September 27, 2013, [removed: September 28, 2012] and September [removed: 30, 2011,] [added: 28, 2012,] respectively.

| Statement of Operations Data: | [added: September 30, 2016 (1) | | | |] October 2, 2015 | | | | October 3, 2014 | | | | September 27, 2013 | | | | September 28, 2012 | | | [removed: | September 30, 2011 | | |]

| Net revenue | $ | [removed: 3,258.4] [added: 3,289.0] | | | $ | [removed: 2,291.5] [added: 3,258.4] | | | $ | [removed: 1,792.0] [added: 2,291.5] | | | $ | [removed: 1,568.6] [added: 1,792.0] | | | $ | [removed: 1,418.9] [added: 1,568.6] | |

| Operating income | $ | [removed: 1,023.1] [added: 1,118.7] | | | $ | [removed: 565.2] [added: 1,023.1] | | | $ | [removed: 345.1] [added: 565.2] | | | $ | [removed: 255.6] [added: 345.1] | | | $ | [removed: 295.3] [added: 255.6] | |

| Operating margin | [removed: 31.4] [added: 34.0] | | % | | [removed: 24.7] [added: 31.4] | | % | | [removed: 19.3] [added: 24.7] | | % | | [removed: 16.3] [added: 19.3] | | % | | [removed: 20.8] [added: 16.3] | | % |

| Net income | $ | [removed: 798.3] [added: 995.2] | | | $ | [removed: 457.7] [added: 798.3] | | | $ | [removed: 278.1] [added: 457.7] | | | $ | [removed: 202.0] [added: 278.1] | | | $ | [removed: 226.6] [added: 202.0] | |

| Basic | $ | [removed: 4.21] [added: 5.27] | | | $ | [removed: 2.44] [added: 4.21] | | | $ | [removed: 1.48] [added: 2.44] | | | $ | [removed: 1.09] [added: 1.48] | | | $ | [removed: 1.24] [added: 1.09] | |

| Diluted | $ | [removed: 4.10] [added: 5.18] | | | $ | [removed: 2.38] [added: 4.10] | | | $ | [removed: 1.45] [added: 2.38] | | | $ | [removed: 1.05] [added: 1.45] | | | $ | [removed: 1.19] [added: 1.05] | |

| Cash dividends declared per share | $ | [removed: 0.65] [added: 1.06] | | | $ | [removed: 0.22] [added: 0.65] | | | $ | [removed: —] [added: 0.22] | | | $ | — | | | $ | — | |

| Balance Sheet Data: | [added: September 30, 2016 (1) | | | |] October 2, 2015 | | | | October 3, 2014 | | | | September 27, 2013 | | | | September 28, 2012 | | | [removed: | September 30, 2011 | | |]

| Working capital | $ | [removed: 1,450.8] [added: 1,791.9] | | | $ | [removed: 1,131.6] [added: 1,450.8] | | | $ | [removed: 893.6] [added: 1,131.6] | | | $ | [removed: 700.6] [added: 893.6] | | | $ | [removed: 569.2] [added: 700.6] | |

| Property, plant and equipment, net | $ | [removed: 826.4] [added: 806.3] | | | $ | [removed: 555.9] [added: 826.4] | | | $ | [removed: 328.6] [added: 555.9] | | | $ | [removed: 279.4] [added: 328.6] | | | $ | [removed: 251.4] [added: 279.4] | |

| Total assets | $ | [removed: 3,719.4] [added: 3,855.4] | | | $ | [removed: 2,973.8] [added: 3,719.4] | | | $ | [removed: 2,333.1] [added: 2,973.8] | | | $ | [removed: 2,136.6] [added: 2,333.1] | | | $ | [removed: 1,890.4] [added: 2,136.6] | |

| Stockholders’ equity | $ | [removed: 3,159.2] [added: 3,541.4] | | | $ | [removed: 2,532.4] [added: 3,159.2] | | | $ | [removed: 2,101.1] [added: 2,532.4] | | | $ | [removed: 1,905.5] [added: 2,101.1] | | | $ | [removed: 1,609.1] [added: 1,905.5] | |

____________

(1) Fiscal 2016 net income and earnings per share include other income of $88.5 million related to the receipt of the PMC-Sierra merger termination fee.

| (1) | [Report of Independent Registered Public Accounting [removed: Firm](#s9E1E1213B4533734777DB3A874B72E91)] [added: Firm](#s13A0E36E57FEB0C67D5BE5D974F0D571)] | Page [removed: [35](#s9E1E1213B4533734777DB3A874B72E91)] [added: [36](#s13A0E36E57FEB0C67D5BE5D974F0D571)] |

| (2) | [removed: Consolidated] [added: [Consolidated] Statements of Operations for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013] [added: 2014](#s7DE134D7EF0645FDF246E5D969622496)] | Page [removed: [36](#sB2E1D5AA39A3DFBF8435B3A8688783C3)] [added: [37](#s7DE134D7EF0645FDF246E5D969622496)] |

| (3) | [Consolidated Statements of Comprehensive Income for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013](#s0E9DDC97999A4895D1DFB3A868D534C3)] [added: 2014](#s5730D3BF799CD1B96829E5D969CF429A)] | Page [removed: [37](#s0E9DDC97999A4895D1DFB3A868D534C3)] [added: [38](#s5730D3BF799CD1B96829E5D969CF429A)] |

| (5) | [removed: Consolidated] [added: [Consolidated] Statements of Cash Flows for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013] [added: 2014](#s4AEFDBE17D0799D5ACABE5D96AB7B401)] | Page [removed: [39](#sC173F5396B1B8E852632B3A86897F4C1)] [added: [40](#s4AEFDBE17D0799D5ACABE5D96AB7B401)] |

| (6) | [Consolidated Statements of Stockholders’ Equity for the Years [removed: Ended](#s45375D96DCC2EE1F77A3B3A86A0DDD13)] [added: Ended September 30, 2016,] October 2, 2015, [removed: [October 3, 2014,] and [removed: September 27, 2013](#s45375D96DCC2EE1F77A3B3A86A0DDD13)] [added: October 3, 2014](#s8B4989995D674BA0B474E5D96952E7BF)] | Page [removed: [40](#s45375D96DCC2EE1F77A3B3A86A0DDD13)] [added: [41](#s8B4989995D674BA0B474E5D96952E7BF)] |

| (7) | [Notes to Consolidated Financial [removed: Statements](#sF31D5FE3FC5DA06B7C8AB3A875EF13D9)] [added: Statements](#sAE600A3F5FE665183923E5D9764F0350)] | Page [removed: [41](#sF31D5FE3FC5DA06B7C8AB3A875EF13D9)] [added: [42](#sAE600A3F5FE665183923E5D9764F0350)] through [removed: [62](#sDF4E5E6A7D85010E6CA6B3A868B6D7F6)] [added: [62](#sF462B9BC9CAD3C3971D3E5D9698A32E0)] |

We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries as of [removed: October 2, 2015] [added: September 30, 2016] and October [removed: 3, 2014,] [added: 2, 2015,] and the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three-year period ended [removed: October 2, 2015.][added: September 30, 2016.]

In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule listed in Item 15 of [removed: the 2015] [added: this] Form 10-K.

We also have audited Skyworks Solutions, Inc.’s internal control over financial reporting as of [removed: October 2, 2015,] [added: September 30, 2016,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Skyworks Solutions, Inc. and subsidiaries as of [removed: October 2, 2015] [added: September 30, 2016] and October [removed: 3, 2014,] [added: 2, 2015,] and the results of its operations and its cash flows for each of the years in the three-year period ended [removed: October 2, 2015,] [added: September 30, 2016,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, Skyworks Solutions, Inc. maintained, in all material respects, effective internal control over financial reporting as of [removed: October 2, 2015,] [added: September 30, 2016,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: (COSO) .]

| | [added: September 30, 2016 | | | |] October 2, 2015 | | | | October 3, 2014 | | | [removed: | September 27, 2013 | | |]

| Net revenue | $ | [removed: 3,258.4] [added: 3,289.0] | | | $ | [removed: 2,291.5] [added: 3,258.4] | | | $ | [removed: 1,792.0] [added: 2,291.5] | |

| Cost of goods sold | [removed: 1,703.9] [added: 1,623.8] | | | | [removed: 1,268.8] [added: 1,703.9] | | | | [removed: 1,025.4] [added: 1,268.8] | | |

| Gross profit | [removed: 1,554.5] [added: 1,665.2] | | | | [removed: 1,022.7] [added: 1,554.5] | | | | [removed: 766.6] [added: 1,022.7] | | |

| Research and development | [removed: 303.2] [added: 312.4] | | | | [removed: 252.2] [added: 303.2] | | | | [removed: 226.3] [added: 252.2] | | |

| Selling, general and administrative | [removed: 191.3] [added: 195.9] | | | | [removed: 179.1] [added: 191.3] | | | | [removed: 159.7] [added: 179.1] | | |

| Amortization of intangibles | [removed: 33.5] [added: 33.4] | | | | [removed: 25.9] [added: 33.5] | | | | [removed: 29.1] [added: 25.9] | | |

| Restructuring and other charges | [removed: 3.4] [added: 4.8] | | | | [removed: 0.3] [added: 3.4] | | | | [removed: 6.4] [added: 0.3] | | |

| Total operating expenses | [removed: 531.4] [added: 546.5] | | | | [removed: 457.5] [added: 531.4] | | | | [removed: 421.5] [added: 457.5] | | |

| Operating income | [removed: 1,023.1] [added: 1,118.7] | | | | [removed: 565.2] [added: 1,023.1] | | | | [removed: 345.1] [added: 565.2] | | |

| Other [removed: income (expense),] [added: (expense) income,] net | [removed: 0.5] [added: (6.6] | | [added: )] | | [removed: —] [added: 0.5] | | | | [removed: (0.6] [added: —] | | [removed: )] |

| Income before income taxes | [removed: 1,023.6] [added: 1,200.6] | | | | [removed: 565.2] [added: 1,023.6] | | | | [removed: 344.5] [added: 565.2] | | |

| Provision for income taxes | [removed: 225.3] [added: 205.4] | | | | [removed: 107.5] [added: 225.3] | | | | [removed: 66.4] [added: 107.5] | | |

| Net income | $ | [removed: 798.3] [added: 995.2] | | | $ | [removed: 457.7] [added: 798.3] | | | $ | [removed: 278.1] [added: 457.7] | |

| Basic | $ | [removed: 4.21] [added: 5.27] | | | $ | [removed: 2.44] [added: 4.21] | | | $ | [removed: 1.48] [added: 2.44] | |

| Diluted | $ | [removed: 4.10] [added: 5.18] | | | $ | [removed: 2.38] [added: 4.10] | | | $ | [removed: 1.45] [added: 2.38] | |

| Basic | [removed: 189.5] [added: 188.7] | | | | [removed: 187.2] [added: 189.5] | | | | [removed: 187.5] [added: 187.2] | | |

| Diluted | [removed: 194.9] [added: 192.1] | | | | [removed: 192.6] [added: 194.9] | | | | [removed: 192.2] [added: 192.6] | | |

| Cash dividends declared and paid per share | $ | [removed: 0.65] [added: 1.06] | | | $ | [removed: 0.22] [added: 0.65] | | | $ | [removed: —] [added: 0.22] | |

| Pension adjustments | [removed: (0.2] [added: (1.8] | | ) | | [removed: —] [added: (0.2] | | [added: )] | | [removed: 0.7] [added: —] | | |

| Foreign currency translation adjustment | [removed: (3.1] [added: (0.9] | | ) | | [removed: (4.0] [added: (3.1] | | ) | | [removed: —] [added: (4.0] | | [added: )] |

| Comprehensive income | $ | [removed: 795.0] [added: 992.5] | | | $ | [removed: 453.7] [added: 795.0] | | | $ | [removed: 278.8] [added: 453.7] | |

| | [added: September 30, 2016 | | | |] October 2, 2015 | | | | October 3, 2014 | | |

| Cash and cash equivalents | $ | [removed: 1,043.6] [added: 1,083.8] | | | $ | [removed: 805.8] [added: 1,043.6] | |

| Receivables, net of allowance for doubtful accounts of [removed: $0.4] [added: $0.5] and [removed: $0.8,] [added: $0.4,] respectively | [removed: 538.0] [added: 416.6] | | | | [removed: 317.6] [added: 538.0] | | |

| Inventory | [removed: 267.9] [added: 424.0] | | | | [removed: 270.8] [added: 267.9] | | |

| Other current assets | [removed: 65.2] [added: 77.7] | | | | [removed: 35.0] [added: 65.2] | | |

| Total current assets | [removed: 1,914.7] [added: 2,002.1] | | | | [removed: 1,429.2] [added: 1,914.7] | | |

| Property, plant and equipment, net | [removed: 826.4] [added: 806.3] | | | | [removed: 555.9] [added: 826.4] | | |

| (4) | [Consolidated Balance Sheets for the Years Ended September 30, 2016, and October 2, 2015](#s385F58B9822FD184FBF1E5D969C164F7) | Page [39](#s385F58B9822FD184FBF1E5D969C164F7) |

November 22, 2016

| Merger termination fee | 88.5 | | | | — | | | | — | | |

| Net income | $ | 995.2 | | | $ | 798.3 | | | $ | 457.7 | |

| Net income | $ | 995.2 | | | $ | 798.3 | | | $ | 457.7 | |

| Purchased intangibles | (6.0 | | ) | | — | | | | — | | |

| Payments for obligations recorded for business combinations | (76.5 | | ) | | — | | | | — | | |

| Dividends declared | — | | | — | | | | — | | | — | | | | — | | | | (200.8 | | ) | | — | | | | (200.8 | | ) |

| Other comprehensive loss | — | | | — | | | | — | | | — | | | | — | | | | — | | | | (2.7 | | ) | | (2.7 | | ) |

| Balance at September 30, 2016 | 184.9 | | | $ | 46.2 | | | 37.6 | | | $ | (1,443.5 | ) | | $ | 2,686.0 | | | $ | 2,263.6 | | | $ | (10.9 | ) | | $ | 3,541.4 | |

Amortization is calculated based on the pattern of benefit to be recognized from the underlying asset over its estimated useful life.

other things, technological changes, economic conditions, changes to its business model or changes in its operating performance.

RESTRUCTURING

A liability for post-employment benefits is recorded when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated.

Basic earnings per share are computed using the weighted average number of common shares outstanding during the period.

Diluted earnings per share incorporate the potentially dilutive incremental shares issuable upon the assumed exercise of stock options, the assumed vesting of outstanding restricted stock units and performance stock units, and the assumed issuance of common stock under the stock purchase plan using the treasury share method.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to reflect most leases on their balance sheet as assets and obligations.

The effective date for the standard is for fiscal years beginning after December 15, 2018, with early adoption permitted.

The standard is to be applied under the modified retrospective method, with elective reliefs, which requires application of the new guidance for all periods presented.

In March 2016, the FASB Issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.

The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.

The effective date for the standard is for fiscal years beginning after December 15, 2016, with early adoption permitted.

The Company does not anticipate it will adopt this ASU early and is evaluating the effects that this ASU will have on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments.

The standard addresses the classification and presentation of eight specific cash flow issues that currently result in diverse practices.

This pronouncement is effective for annual reporting periods beginning after December 15, 2017.

The amendments in this ASU should be applied using a retrospective approach.

The Company is evaluating the effects that this ASU will have on its consolidated financial statements.

During the fiscal year ended September 30, 2016, the Company acquired two businesses for total aggregate cash consideration of $55.6 million together with future contingent payments.

The total future contingent consideration payments range from zero to $10.0 million and are based upon the achievement of specified objectives that are payable up to two years from the anniversary of the acquisitions, which at closing had a total estimated fair value of $7.4 million.

In allocating the total purchase consideration for these acquisitions based on preliminary estimated fair values, the Company recorded $16.6 million of goodwill and $35.5 million of identifiable intangibles assets.

Intangible assets acquired primarily included customer relationships and developed technology with weighted average useful lives of 4.0 years.

These acquisitions are treated as asset purchases for tax purposes and accordingly, the goodwill resulting from these acquisitions is expected to be deductible.

The fair value estimates for the assets acquired and liabilities assumed for acquisitions completed during the fiscal year ended September 30, 2016, were based upon preliminary calculations and valuations, and the Company’s estimates and assumptions for each of these acquisitions are subject to change as it obtains additional information during the respective measurement periods (up to one year from the respective acquisition dates).

Net revenue and net income from these acquisitions has been included in the Consolidated Statements of Operations from the acquisition date through the end of the fiscal year on September 30, 2016.

The impact of these acquisitions to the ongoing operations on the Company’s net revenue and net income was not significant for the fiscal year ended September 30, 2016.

The Company incurred immaterial transaction-related costs during the period fiscal year September 30, 2016, which were included within the sales, administrative and general account.

Due to the materiality of these acquisitions, the disclosures required by the applicable accounting guidance have been excluded.

On October 7, 2016, the Company acquired a business for $14.4 million in cash and contingent consideration ranging from zero to $20.0 million payable over a three-year period.

Due to the timing of the acquisition and the date of this filing, the Company has yet to assess the fair value of the assets acquired and liabilities assumed and accordingly, the disclosures required have been omitted.

| (4) | [Consolidated Balance Sheets at October 2, 201](#s540E230A207E49846A32B3A868A6E1B5)5 and October 3, 2014 | Page [38](#s540E230A207E49846A32B3A868A6E1B5) |

November 24, 2015

| Sales and maturities of short term investments | — | | | | — | | | | 0.8 | | |

| Payment of contingent consideration | — | | | | — | | | | (1.1 | | ) |

| Balance at September 28, 2012 | 192.3 | | | $ | 48.1 | | | 10.6 | | | $ | (161.8 | ) | | $ | 1,920.0 | | | $ | 100.8 | | | $ | (1.6 | ) | | $ | 1,905.5 | |

| Other comprehensive income | — | | | — | | | | — | | | — | | | | — | | | | — | | | | 0.7 | | | | 0.7 | | |

credit worthiness, intent and ability to pay and overall financial position and reserves are recorded if deemed necessary.

The Company uses a combination of option contracts to offset the foreign currency impact of certain transactions.

The terms of these derivatives typically match the timing of the underlying transaction with the initial fair value, if any, and subsequent gains or losses on the change in fair value being reported in earnings within the same income statement line as the impact of the foreign currency transaction due to changes in the currency value.

Depreciation is calculated using the straight-line method.

Amortization is calculated on a straight-line basis over the estimated useful lives of the assets.

To determine fair value, ASC 350 allows for the use of several valuation methodologies, although it states that quoted market prices are the best evidence of fair value and shall be used as the basis for measuring fair value where available.

In step two of the Company’s annual impairment analysis, if such a step is required, the Company primarily uses the income approach methodology of valuation, which includes the discounted cash flow method as well as other generally accepted valuation methodologies, to determine the implied fair value of the Company’s goodwill.

Significant management judgment is required in preparing the forecasts of future operating results that are used in the discounted cash flow method of valuation.

Should step two of the impairment test be required, the estimates management would use would be consistent with the plans and estimates that the Company uses to manage its business.

In addition to testing goodwill for impairment on an annual basis, factors such as unexpected adverse business conditions, deterioration of the economic climate, unanticipated technological changes, adverse changes in the competitive environment, loss of key personnel and acts by governments and courts, are considered by management and may signal that the Company’s intangible assets including goodwill have possibly become impaired and result in additional interim impairment testing.

The Company accounts for the benefit pension plan in accordance with the provisions of ASC 715 Compensation-Retirement Benefits.

In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements - Going Concern, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and provide related footnote disclosures.

Early adoption is permitted for financial statements that have not been previously issued.

The standard allows for either a full retrospective or modified retrospective transition method.

The Company does not expect this standard to have a material impact on its consolidated financial statements upon adoption.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures.

The amendments in the ASU affect the consolidation evaluation for reporting organizations and simplify the current GAAP requirements by reducing the number of consolidation models.

The guidance is effective for the first quarter of our fiscal year 2016.

The Company does not expect this standard to have a material impact on its statement of operations, statement of cash flows or its financial position.

In April 2015, the FASB issued ASU 2015-04, Compensation—Retirement Benefits (Topic 715): which amends the accounting guidance that provides a practical expedient to companies whose fiscal year end does not coincide with a calendar month-end.

The practical expedient permits the entity to measure defined benefit plan assets and obligations using the calendar month-end that is closest to the entity’s fiscal year-end and apply the practical expedient consistently from year to year.

This guidance will be

effective prospectively for the first quarter of our fiscal year 2017, with early application permitted.

The adoption of this guidance is not expected to have a material effect on our financial condition and results of operations.

In July 2015, the FASB issued ASU 2015-11, Inventory—Simplifying the Measurement of Inventory.

ASU 2015-11 requires inventory to be subsequently measured using the lower of cost or net realizable value, thereby eliminating the market value approach.

Net realizable value is defined as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.” This guidance will be effective for the fourth fiscal quarter of fiscal year 2017 and early adoption is permitted.

The guidance will be effective for the first quarter of our fiscal year 2019.

The Company acquired a controlling 66% interest in FilterCo for $148.5 million, subject to certain working capital adjustments with the right to acquire from Panasonic (the “purchase option”) the remaining 34% interest in FilterCo upon the second anniversary of the acquisition.

During the fiscal year ended October 2, 2015, Panasonic identified and contributed an additional $7.5 million of fixed assets related to filter production as well as additional employee related liabilities to FilterCo.

The Company and Panasonic agreed upon these additional amounts during the fiscal year ended October 2, 2015, and accordingly the working capital adjustment was increased by $7.2 million, which resulted in the total fair value of net assets acquired for FilterCo increasing to $240.4 million.

The Company finalized and paid Panasonic $18.1 million related to the working capital adjustment for the FilterCo acquisition during the fiscal year ended October 2, 2015.

On April 1, 2015, Panasonic formally transferred all applicable employees to FilterCo, including employee benefits such as their pension obligation and associated assets as discussed in Note 10, Employee Benefit Plans, Pensions and Other Retirement Benefits in these Notes to the Consolidated Financial Statements.

The Company subsequently performed a valuation of the pension plan and finalized the purchase accounting, resulting in an increase in goodwill recognized in the transaction during the measurement period.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of [removed: October 2, 2015.][added: September 30, 2016.]

[removed: The term “disclosure controls and procedures,” as defined in Rules] 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Based on management’s evaluation of our disclosure controls and procedures as of [removed: October 2, 2015,] [added: September 30, 2016,] our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the [removed: Securities] Exchange Act [removed: of 1934] as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of [removed: October 2, 2015.][added: September 30, 2016.]

Based on their assessment, management concluded that, as of [removed: October 2, 2015,] [added: September 30, 2016,] the Company’s internal control over financial reporting is effective based on those criteria.

The term “disclosure controls and procedures,” as defined in Rules

The information under the captions “Directors and Executive Officers”, “Corporate Governance─Committees of the Board of Directors” and “Other Matters─Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the caption “Information about Executive and Director Compensation” in our definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the captions “Certain Relationships and Related Transactions” and “Corporate Governance─Director Independence” in our definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the caption “Ratification of Independent Registered Public Accounting Firm—Audit Fees” in our definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders is incorporated herein by reference.

| Report of Independent Registered Public Accounting Firm | | Page [removed: [35](#s9E1E1213B4533734777DB3A874B72E91)] [added: [36](#s13A0E36E57FEB0C67D5BE5D974F0D571)] |

| Consolidated Statements of Operations for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013] [added: 2014] | | Page [removed: [36](#sB2E1D5AA39A3DFBF8435B3A8688783C3)] [added: [37](#s7DE134D7EF0645FDF246E5D969622496)] |

| Consolidated Statements of Comprehensive Income for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013] [added: 2014] | | Page [removed: [38](#s0E9DDC97999A4895D1DFB3A868D534C3)] [added: [38](#s5730D3BF799CD1B96829E5D969CF429A)] |

| Consolidated Balance Sheets [removed: at] [added: for the Years Ended September 30, 2016, and] October 2, 2015 [removed: and October 3, 2014] | | Page [removed: [38](#s540E230A207E49846A32B3A868A6E1B5)] [added: [39](#s385F58B9822FD184FBF1E5D969C164F7)] |

| Consolidated Statements of Cash Flows for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013] [added: 2014] | | Page [removed: [39](#sC173F5396B1B8E852632B3A86897F4C1)] [added: [40](#s4AEFDBE17D0799D5ACABE5D96AB7B401)] |

| Consolidated Statements of Stockholders’ Equity for the Years Ended [added: September 30, 2016,] October 2, 2015, [added: and] October 3, [removed: 2014, and September 27, 2013] [added: 2014] | | Page [removed: [40](#s45375D96DCC2EE1F77A3B3A86A0DDD13)] [added: [41](#s8B4989995D674BA0B474E5D96952E7BF)] |

| Notes to Consolidated Financial Statements | | Pages [removed: [41](#sF31D5FE3FC5DA06B7C8AB3A875EF13D9)] [added: [42](#sAE600A3F5FE665183923E5D9764F0350)] through [removed: [62](#sDF4E5E6A7D85010E6CA6B3A868B6D7F6)] [added: [62](#sF462B9BC9CAD3C3971D3E5D9698A32E0)] |

| | Schedule II-Valuation and Qualifying Accounts | Page [removed: [68](#s183AE9CF33B9C1C9F420B3A869EEF529)] [added: [68](#s11239A57DC066C0DB195E5D969AD4971)] |

Date: November [removed: 24, 2015][added: 22, 2016]

| [added: /s/ Liam K. Griffin] | [removed: By:] | /s/ David J. Aldrich |

| [added: Liam K. Griffin] | | David J. Aldrich |

| [added: Chief Executive Officer] | | [added: Executive] Chairman and [removed: Chief Executive Officer] [added: Chairman of the Board] |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November [removed: 24, 2015.][added: 22, 2016.]

| [removed: /s/ David J. Aldrich] | | [removed: /s/] Kevin L. Beebe |

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

| (principal executive officer) | | [added: /s/ Kevin L. Beebe] |

| [removed: Executive] [added: Senior] Vice President and Chief Financial Officer | | [removed: /s/ Balakrishnan S. Iyer] [added: /s/Timothy R. Furey] |

| (principal accounting and financial officer) | | [removed: Balakrishnan S. Iyer] [added: Timothy R. Furey] |

| Year Ended September [removed: 27, 2013] [added: 30, 2016] | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | $ | [removed: 0.5] [added: 0.4] | | | $ | [removed: 0.2] [added: 0.1] | | | $ | [removed: (0.2] [added: —] | [removed: )] | | $ | — | | | $ | 0.5 | |

| Valuation allowance on deferred tax assets | $ | [removed: 47.0] [added: 65.2] | | | $ | [removed: 4.0] [added: 13.9] | | | $ | — | | | $ | — | | | $ | [removed: 51.0] [added: 79.1] | |

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

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

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

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

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

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

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

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

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

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

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

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

| [removed: 10.26*] [added: 10.30*] | Change in Control / Severance Agreement, dated December 16, 2014, between the Company and [removed: Liam Griffin] [added: Peter Gammel] | [removed: 10-Q] [added: 10-K] | 001-05560 | [removed: 10.3] [added: 10.31] | [removed: 2/4/2015] [added: 11/24/2016] | |

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

| [removed: 10.31*] [added: 10.32*] | Change in Control / Severance Agreement, dated [removed: December 16, 2014,] [added: August 29, 2016,] between the Company and [removed: Peter Gammel] [added: Kris Sennesael] | | | | | X |

| | By: | /s/ Liam K. Griffin |

| | | Liam K. Griffin |

| President and Director | | |

| /s/ Kris Sennesael | | Director |

| Kris Sennesael | | |

| | | /s/ Balakrishnan S. Iyer |

| | | Balakrishnan S. Iyer |

| | | Director |

| | | Director |

| Reserve for sales returns | $ | 12.2 | | | $ | 16.1 | | | $ | (16.0 | ) | | $ | — | | | $ | 12.3 | |

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

| 10.33* | Transition Letter, dated August 26, 2016 between the Company and Donald Palette | | | | | X |

| David J. Aldrich | | Kevin L. Beebe |

| | | /s/Timothy R. Furey |

| | | Timothy R. Furey |

| /s/ Donald W. Palette | | Director |

| Donald W. Palette | | |

| Reserve for sales returns | $ | 6.4 | | | $ | 3.1 | | | $ | (4.8 | ) | | $ | — | | | $ | 4.7 | |

| 2.6 | Amended and Restated Agreement and Plan of Merger, dated as of October 29, 2015, by and among the Company, Amherst Acquisition, Inc., and PMC-Sierra, Inc. (the Company hereby agrees to furnish supplementally a copy of any omitted schedules to the SEC upon request) | 8-K | 001-05560 | 2.1 | 10/30/2015 | |

| 10.32 | Second Amended and Restated Commitment Letter, by and among the Company, Barclays Bank PLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. (on behalf of itself and Citibank, N.A. and Citicorp North America, Inc.), dated as of October 29, 2015 | 8-K | 001-05560 | 10.2 | 10/30/2015 | |